Release of Remaining Aggregate Escrow Shares Sample Clauses

Release of Remaining Aggregate Escrow Shares. On the date that is nine (9) months and one day after the Closing Date (the “Release Date”), the Escrow Agent shall promptly deliver to the Sellers, as instructed in writing by the Sellers, the Aggregate Escrow Shares and the Aggregate Cash Amount remaining in the Escrow Account on the Release Date (the “Disbursement Amount”); provided, however, that if the Escrow Agent shall have received on or before the Release Date one or more Draw-Down Requests which have not been paid in accordance with Section 3(c) as of the Release Date and as to which, on the Release Date, the Escrow Agent has not received and fully acted upon Payment Instructions or an Order, nor received a Discharge Notice or a Determination Discharge (any such Draw-Down Request being referred to as an “Outstanding Claim”) (it being agreed that to the extent that the precise amount of Damages with respect to any Outstanding Claim is not known prior to the Release Date, Buyer shall have the right to send the Sellers and the Escrow Agent on or before the Release Date a (or an updated) Draw-Down Request with respect to each Outstanding Claim that provides such Parties notice of such Buyer Indemnified Party’s good faith estimate of the maximum amount of Damages resulting from such Outstanding Claim) the Escrow Agent shall retain and continue to hold in accordance with the terms of this Agreement an amount of Aggregate Escrow Shares and Aggregate Cash Amount equal to the maximum amount claimed by such Buyer Indemnified Party under all Outstanding Claims (the “Retained Amount”). The Escrow Agent shall deliver to the Sellers, as instructed by the Sellers such amount equal to the excess, if any, of the Disbursement Amount less the Retained Amount; and thereafter the Escrow Agent shall release from the Escrow Account all or portions of the Retained Amount as and when it receives Payment Instructions, Orders, Discharge Notices or Determination Discharges, as applicable, related to the Outstanding Claims. Following the Release Date, in the event that the Retained Amount at any time exceeds the maximum amount (based on the most recent Draw-Down Request for each Outstanding Claim) of all Outstanding Claims, the Escrow Agent shall deliver according to the Sellers’ instructions, within five (5) Business Days of the Sellers’ written request for such delivery, such amount equal to such excess.
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Release of Remaining Aggregate Escrow Shares 
Sample 1

Related to Release of Remaining Aggregate Escrow Shares

  • Escrow of Unvested Shares For purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchaser's spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary's designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

  • Deposit of Repurchase Price On or prior to the Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Repurchase Price of the Securities which are to be repaid on the Repurchase Date.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Creation of Escrow Account/Common Stock Account a. On or prior to the date of this Agreement the Escrow Agent shall establish an escrow account for the deposit of the Escrow Funds entitled as follows: eTotalSource, Inc./Cornell Capital Partners, LP. The Investor will wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 031201467 Account #: 2020000659170 Name on Account: David Gonzalez Attorney Trust Accoxxx Xxxx xx Xxb-Account: eTotalSource, Inc./Cornell Capital Partners, LP Escrow account

  • Escrow Period; Distribution upon Termination of Escrow Periods Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Share Termination Delivery Property A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

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