Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow S...
Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims.
Release of Escrow Shares. The Escrow Agent is not the stock transfer agent for the Parent Capital Stock. Accordingly, if a distribution of a number of shares of Parent Capital Stock less than all of the Escrow Shares is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Capital Stock to the Person entitled to it when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Parent Capital Stock shall be made to Parent or the Stockholders, as appropriate, at the addresses described in Section 11(b). Whenever a distribution is to be made to the Stockholders, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Fund set forth in EXHIBIT B as then in effect. Within five business days after the Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Parent Capital Stock to distribute to the Stockholders' Agents the number of Escrow Shares calculated in accordance with Section 10 and to each of the Stockholders such Stockholder's pro-rata portion of the balance of the Escrow Shares then held in escrow based on the percentage interests in the Escrow Fund set forth in EXHIBIT B as then in effect; provided, however, that notwithstanding the foregoing, if, prior to the Termination Date, any Indemnitee has given a Claim Notice containing a claim which has not been resolved prior to the Termination Date in accordance with Section 3, the Escrow Agent shall retain in the Escrow Account after the Termination Date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved.
Release of Escrow Shares. Under no circumstances should the ------------------------ -- terms of the escrow agreement require the Escrow Agent to release or distribute Escrow Shares or property (or take similar action, such as making a draw on an underlying letter of credit) sooner than two (2) business days after the Escrow Agent has received the requisite notices or paperwork in good form, or passage of the applicable claims period or release date, as the case may be.
Release of Escrow Shares. The Escrow Agent shall release the Escrow Shares as follows:
Release of Escrow Shares. Subject to Section 6 hereof, the Escrow Agent is hereby authorized to release the Escrow Shares, only as follows:
Release of Escrow Shares. (a) If Spacial expects to close the Financing within 90 days after the date hereof, Spacial shall give a notice to the Escrow Agent, not later than five (5) business days before the proposed closing date of such Financing (the "Proposed Closing Date"), instructing the Escrow Agent to deliver the Escrow Property to Spacial at the closing of such Financing (the "Closing"), which notice shall also specify the Closing Date, the location of the Closing, and the total number of shares of Common Stock to be issued to investors at such Closing. Spacial shall send a copy of such notice to Xxxxxx and the Trust.
Release of Escrow Shares. 4.1 The Escrow Shares issued to PCR hereunder shall be released to PCR on the following basis:
Release of Escrow Shares. The Escrow Agent is not the stock transfer agent for the Parent capital stock. Accordingly, whenever a distribution of a number of shares of Parent Common Stock and Series D Stock is to be made, the Escrow Agent must requisition the appropriate number of shares from the Parent’s corporate secretary acting as the stock transfer agent, delivering to it the appropriate stock certificates. For purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Common Stock and/or Series D Stock to the Person entitled to it when the Escrow Agent has delivered such certificates, duly endorsed with appropriate transfer documentation, to such stock transfer agent with instructions to deliver it to the appropriate Person.
Release of Escrow Shares. (a) The Escrow Agent is not the stock transfer agent for the Escrow Shares. Accordingly, if a distribution of a number of Escrow Shares less than all of the Escrow Shares held in the Stock Escrow Fund is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Escrow Shares to the Person entitled to them when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Parent shall instruct such stock transfer agent to act in accordance with such instructions of the Escrow Agent. Distributions of Escrow Shares shall be made to the Target Stockholders at the addresses set forth for such stockholders on Exhibit A hereto. Whenever a distribution is to be made to the Target Stockholders, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Funds set forth on Exhibit A as then in effect.
