Final Instruction definition

Final Instruction means a written notice given to the Escrow Agent directing the disbursement from the Escrow Fund of the amount of the Claim, and shall be signed both by Acquiror and by the Shareholders' Representative except as otherwise provided in clause (ii) or (iii) below. A Final Instruction shall be delivered to the Escrow Agent under the following circumstances, and accompanied by the indicated documentation:

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Final Instruction shall have the meaning set forth in Section 6 hereof.

Final Instruction has the meaning set forth in Section 7.

Examples of Final Instruction in a sentence

Upon final, nonappealable resolution of such disputed Claim, either the Stockholder Representatives or ▇▇▇▇▇ shall have the right to deliver to the Escrow Agent a Final Instruction with respect to the Claim based on and in compliance with the final, nonappealable resolution of the Claim, signed only by the Stockholder Representatives or by ▇▇▇▇▇, and accompanied by a copy of any arbitration award, or judgment or any court order with respect thereto.
Notwithstanding the foregoing, a Claim Notice delivered pursuant to Section 5 hereof and a Final Instruction provided pursuant to Section 6 hereof shall be deemed to have been duly given only if delivered personally, by recognized overnight delivery or by certified or registered mail and if receipt of such Claim Notice or such Final Instruction, as the case may be, was acknowledged in writing.
Notwithstanding the foregoing, a Claim Notice delivered pursuant to Section 5 hereof and a Final Instruction provided pursuant to Section 6 hereof shall be deemed to have been duly given only if delivered personally, by recognized overnight delivery or by certified registered mail and if receipt of such Claim Notice or such Final Instruction, as the case may be, was acknowledged in writing.
In such circumstances, no Final Instruction may be given to the Escrow Agent except as provided in Sections 6.3 or 6.4 below.
Except as provided in Subsections (b) and (d) below, a Final Instruction shall be signed by TMP and CollegeLink Parent.
Upon receipt of a Final Instruction, the Escrow Agent shall promptly distribute to Parent from the Escrow Fund shares of Parent Stock in an amount equal to the sum of the Claim Disbursement Amounts set forth in the Allocation Statement of such Final Instruction.
Notwithstanding the foregoing, a Claim Notice delivered pursuant to Section 6 hereof and a Final Instruction provided pursuant to Section 7 hereof shall be deemed to have been duly given only if delivered personally, by recognized overnight delivery or by certified registered mail and if receipt of such Claim Notice or such Final Instruction, as the case may be, was acknowledged in writing.
Except as provided in Subsections (b) and (d) below, a Final Instruction shall be signed by RGGL and Distributees.
Upon receipt of a Final Instruction relating to any Parent Claim that is asserted and unresolved on the Termination Date, the Escrow Agent shall promptly deliver to each Principal the positive difference, if any, between (A) the Claim Disbursement Amounts relating to such Principal in such Final Instruction and (B) the number of Escrowed Shares in such Principal's Account.
If Parent timely makes a Claim, then upon the Escrow Agent's receipt of a Final Instruction, the Escrow Agent shall deliver such portion of the Escrow Funds to Parent as set forth in such Final Instruction and then shall deliver any remaining Escrowed Shares and any other remaining Escrow Funds, on a pro rata basis, to the Stockholders.

More Definitions of Final Instruction

Final Instruction means a written notice delivered to the Escrow Agent directing the disbursement of the Claim Disbursement Amount relating to a particular Claim, and which expressly states that it is a "Final Instruction" pursuant to this Section 7. Except as provided in Subsections (b) and (d) below, a Final Instruction shall be signed by RGGL and Distributees. A Final Instruction shall be delivered to the Escrow Agent only under the following circumstances, and accompanied by the indicated documentation:

Final Instruction means a written notice, signed both ----------------- by ▇▇▇▇▇ and the Stockholder Representatives (except as otherwise provided in Sections 7.2 or 7.4, below), and given to the Escrow Agent directing the disbursement to ▇▇▇▇▇ of an amount of Damages with respect to a Claim.

Final Instruction has the meaning specified for the term in the Escrow Agreement.

Final Instruction means a written notice given to the Escrow Agent directing the disbursement of the amount of the Purchaser Net Claim (which had previously been set forth in a Claim Notice properly delivered in accordance with the provisions of Section 5 hereof), and shall be signed both by Purchaser and by the Stockholder Representative except as otherwise provided below in clause (b) or (d). A Final Instruction shall be delivered to the Escrow Agent under the following circumstances, and accompanied by the indicated documentation: