Second Closing Escrow Sample Clauses

Second Closing Escrow. Pursuant to Section 2.4 of the Purchase --------------------- Agreement, on the date of the Second Closing under the Purchase Agreement, (a) the Company shall deliver to the Investors certificates evidencing the respective Investor Securities set forth in Exhibit 1 of the Purchase Agreement for the Second Closing, and (b) the Investors shall deposit the purchase price therefor into an interest-bearing account with the Company's principal depository bank as specified by the Company (the "Purchase Price Escrow"), from which withdrawal of --------------------- funds shall be made to the Company upon its request for specific acquisitions permitted by the Purchase Agreement. Investor Securities contained in the Securities Escrow and cash and other investments contained in the Purchase Price Escrow are referred to collectively as the "Escrow ------ Assets"." ------
Sample 1
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Second Closing Escrow. Pursuant to Section 2.4 of the Purchase Agreement, ----------------------- on the date of the Second Closing under the Purchase Agreement, (a) the Company shall deliver to the Escrow Agent for deposit in the Securities Escrow certificates evidencing the respective Investor Securities set forth in Exhibit 1 of the Purchase Agreement for the Second Closing, and (b) the Investors shall deposit the purchase price therefor into an interest-bearing restricted account with the Company's principal depository bank (the "Purchase Price Escrow"), --------------------- from which withdrawal of funds shall be subject to the presentation of a written request signed by both a general partner of the Escrow Agent and an executive officer of the Company. The Investor Securities shall be held and distributed by the Escrow Agent (and funds held in the Purchase Price Escrow shall be simultaneously released) in accordance with the terms and conditions hereinafter set forth. Investor Securities contained in the Securities Escrow and cash and other investments contained in the Purchase Price Escrow are referred to collectively as the "Escrow Assets". -------------
Sample 1
Second Closing Escrow. Subject to the terms and conditions set forth herein, in the event that a Second Closing (as defined in the Parent Purchase Agreement) may no longer occur (either because such right has expired by its terms or has been irrevocably waived or terminated by the parties) (a “Second Closing Termination Event”), a total of 123,174 shares of Parent Class B Common Stock (the “Second Closing Escrow Shares”) issued in the Merger shall be returned by the holders thereof to Parent. To secure such obligation, Certificates in the names of the applicable Principal Stockholders representing the Second Closing Escrow Shares that are issued pursuant to Section 1.6 above shall be held in escrow by Parent at the Effective Time subject to release as provided herein and will not be delivered to the former holders of Company Capital Stock entitled to receive shares of Parent Class B Common Stock under the terms of this Agreement. Such Second Closing Escrow Shares shall be contributed by the holders of Company Capital Stock receiving shares of Parent Class B Common Stock on a pro rata basis based on the number of shares of Parent Class B Common Stock issued pursuant to Section 1.6. For so long as these shares of Parent Class B Common Stock are held in escrow under this Section 1.9(a), the interests of the holders of Company Capital Stock in the Second Closing Escrow Shares may not be assigned or transferred by such holders. The holders of Company Capital Stock to which the Second Closing Escrow Shares have been allocated shall be entitled to any dividends or other distributions (other than dividends or distributions for which adjustment is made pursuant to the immediately following sentence) with respect to the Second Closing Escrow Shares. Additionally, the Second Closing Escrow Shares shall be appropriately adjusted for any stock splits, stock dividends or the like with respect to such shares. To the full extent that voting rights with respect to Parent Class B Common Stock may exist, the holders of Company Capital Stock to which the Second Closing Escrow Shares have been allocated shall have the right to vote the Second Closing Escrow Shares. Upon the occurrence of a Second Closing, the Second Closing Escrow Shares shall be released from escrow and Parent shall deliver the certificates therefor. If a Second Closing Termination Event should occur, all Second Closing Escrow Shares shall be returned to the status of authorized but unissued shares of Parent Capital Stock and the h...
Sample 1

Related to Second Closing Escrow

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Escrow Closing At the election of Selling Lessor or Lessee upon notice to the other party not less than five (5) days prior to the Closing, this sale shall be closed through an escrow with the Title Company, in accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then is use by said company, with such special provisions inserted in the escrow agreement as may be required to conform with this agreement. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, paying of the purchase price and delivery of the deed shall be made through the escrow. The cost of the escrow shall be divided equally between the Selling Lessor and Lessee. If for any reason other than Lessee's default, the transaction fails to close, the Xxxxxxx Money shall be returned to Lessee forthwith.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • First Closing The First Closing shall have occurred.

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.

  • Final Closing At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

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