TERMS OF THE ESCROW Sample Clauses
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement.
(a) At the first Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account.
(b) Wire transfers to the Escrow Agent shall be made as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green, P.C. Master Escrow Account Chase Manhattan Bank ▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No. ▇▇▇▇▇▇▇▇▇ Account No. ▇▇▇-▇-▇▇▇▇▇▇ Attention: L. Borneo
1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with:
(i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of ▇▇▇ ▇▇▇▇▇▇▇, in the form of Exhibit E to the Purchase Agreement; (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum.
1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of fun...
TERMS OF THE ESCROW. 1.1 The parties hereby agree to establish an escrow account (the “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall hold the collected funds deposited into the Escrow Account (the “Escrow Funds”).
1.2 Upon the Escrow Agent’s receipt of the Escrow Funds from the Subscribers for the Closing, it shall telephonically advise the Company, or the Company’s designated attorney or agent, of the amount of funds it has received into the Escrow Account.
1.3 Wire transfers to the Escrow Agent shall be made as follows:
1.4 The Escrow Agent shall, upon receipt of written instructions in a form and substance satisfactory to the Escrow Agent, received from the Company (including a representation from the Company that the Company has furnished each Subscriber with the Form 8-K and that each Subscriber reconfirmed its investment in the Offering following receipt of the Form 8-K), pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions.
1.5 The Company may reject or cancel any subscription in the Offering in whole or in part. If payment for any such rejected or canceled subscription has been delivered to the Escrow Agent, the Company will inform the Escrow Agent of the rejection or cancellation, and the Escrow Agent upon receiving such notice shall promptly return such funds to said Subscriber, but in no event prior to those funds becoming collected and available for withdrawal. In addition, Subscribers are required to reconfirm their subscription upon receipt of the Form 8-K. Subscribers who do not reconfirm their subscription will be entitled to a return of their subscription funds, without interest or deduction, and the Escrow Agent upon receiving written notice from the Company shall promptly return such funds to such Subscribers.
TERMS OF THE ESCROW. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of up to US$2,500,000, in the aggregate, of the Debentures and the Warrants at the Closings as contemplated by the Purchase Agreement.
TERMS OF THE ESCROW. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Make Good Shares.
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Preferred Shares as contemplated by the Purchase Agreement.
1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, it shall advise the Company and Vision, or their designated attorney or agent, of the amount of funds it has received into its master escrow account.
1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank: ABA No.: Account Name: Account No.: Reference:
1.4. The Company and Vision, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the Closing, copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”).
1.5. Once the Escrow Agent receives the Release Notice executed by the Company and Vision, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Vision, net of fees, expenses and any other disbursements as set forth in the Release Notice.
1.6. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent.
1.7. Upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow Agent.
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this Agreement.
1.2. Upon the execution of this Agreement, the Escrow Agent shall open a brokerage account with ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock (“Escrow Shares”) into the Escrow Agent Custody Account within seven (7) days thereof. The Escrow Agent Custody Account shall be in the sole name of the Escrow Agent and only the Escrow Agent shall have sole authority to transact the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into the Escrow Agent Custody Account, the parties agree and hereby irrevocably authorize the Escrow Agent to transfer such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubt, the Escrow Agent shall not be responsible for procuring the deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed by the Escrow Agent, other than those which have resulted from the gross negligence, fraud or willful misconduct of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A.
1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers the opportunity to evaluate whether the 2009 Performance Threshold and the 2010 Performance Threshold were attained. In the event that any Buyer receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public.
1.4. The parties hereby agree that the Escrow Shares shall be del...
TERMS OF THE ESCROW. 1.1 The parties hereby agree to establish an escrow account (the “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall hold the collected funds deposited into the Escrow Account (the “Escrow Funds”).
1.2 Upon the Escrow Agent’s receipt of the Escrow Funds from the Subscribers, the Escrow Agent shall telephonically advise ▇▇▇▇▇▇▇, or its designated attorney or agent, of the amount of funds it has received into the Escrow Account.
1.3 Wire transfers to the Escrow Agent shall be made as follows: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
1.4 The Escrow Agent shall, upon receipt of written instructions in a form and substance satisfactory to the Escrow Agent from ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions.
1.5 ▇▇▇▇▇▇▇ may reject or cancel any subscription in the Offering in whole or in part. If payment for any such rejected or canceled subscription has been delivered to the Escrow Agent, ▇▇▇▇▇▇▇ will inform the Escrow Agent and of the rejection or cancellation, and the Escrow Agent upon receiving such notice shall promptly return such funds to said Subscriber, but in no event prior to those funds becoming collected and available for withdrawal.
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of up to $10,000,000 in the aggregate of Debentures and Warrants as contemplated by the Purchase Agreement.
1.2. Upon the Escrow Agent’s receipt of the aggregate Subscription Amounts for each Closing into its master escrow account, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company’s designated attorney or agent and Indigo, of the amount of funds it has received into its master escrow account.
1.3. Wire transfers to the Escrow Agent shall be made as follows: STERLING NATIONAL BANK ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ACCOUNT NAME: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP ABA ROUTING NO: ▇▇▇▇▇▇▇▇▇ ACCT NO: ▇▇▇▇▇▇▇▇▇▇ REMARK: VISTULA/[FUND NAME]
TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of ▇▇▇▇▇ & Lardner LLP act as Escrow Agent whereby the Escrow Agent shall receive the Pledged Securities in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement and related documents (the “Transaction Documents”).
1.2 At or prior to the Closing (or as soon thereafter as practicable) under the Merger Agreement, the Pledgors shall deliver to the Escrow Agent (i) certificates representing the Pledged Securities (ii) stock powers executed by the Pledgors for each certificate representing the Pledged Securities, and (iii) a letter addressed to the transfer agent of the Secured Party authorizing the Transfer Agent to transfer such Pledged Securities into the name of the Secured Party.
(a) Following the completion of the fiscal year end audit for 2004 of the Secured Party, the Escrow Agent shall release such portion of the Pledged Securities as is required by the terms of the Escrow Release Formula set forth in Section 6.15 of the Merger Agreement and shall continue to hold any unreleased portion of the Pledged Securities in accordance with the terms of this Agreement.
(b) Following the completion of the fiscal year end audit for 2005 (and 2006 if required) of the Secured Party, the Agent shall release such portion of the Pledged Securities as is required by the terms of the Escrow Release Formula set forth in Section 6.15 of the Merger Agreement and shall deliver (i) any unreleased portion of the Pledged Securities to the Secured Party, (ii) the requisite stock powers and (iii) the letter from the Pledgors authorizing the transfer agent of the Secured Party to transfer the Pledged Securities to the Secured Party.
(c) Upon the Escrow Agent’s completion of its obligations under Sections 1.3(a) and (b) above, this Agreement shall terminate and the Escrow Agent shall have no further liability hereunder.
1.4 This Agreement may be altered or amended only with the written consent of all of the parties hereto. Should the Pledgors or the Secured Party attempt to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying the Pledgors and the Secured Party in writing. In the case of the Escrow Agent’s resignation or removal pursuant to the foregoing, the only duty of the Escrow Agent, until receipt of notice from the...
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the 4,300 shares of Convertible Preferred Stock and the Warrants at the Closing as contemplated by the Purchase Agreement.
(a) At the Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement,