Instructions to Escrow Holder Sample Clauses

Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit transfer of the Restricted Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be entitled to conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Holder shall have no liability for any act or omissions hereunder while acting in good faith in the exercise of his or her own judgment.
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Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit transfer of the Stock only in accordance with this Agreement or instructions signed by both parties. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. Notwithstanding anything else herein, the Escrow Holder (including persons and entities acting on behalf of or under authority of Escrow Holder), (i) shall have no liability for any act or omission hereunder unless it is shown that such act or omission was intentional and in bad faith, (ii) may act in accordance with any advice of counsel or any order, judgment or decree of any court, whether or not final, (iii) in the event of any dispute, the Escrow Holder may, in his or her sole discretion, take the course of action it deems appropriate or take no action whatsoever, and (iv) shall in no event be required to seek legal counsel but may do so at the Company's expense.
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Instructions to Escrow Holder. To the Escrow Holder, written instructions, duly executed by Seller, instructing Escrow Holder to disburse the Deposit to Seller.
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Instructions to Escrow Holder. Seller and Buyer shall each be entitled to submit escrow instructions to the Escrow Holder in connection with the Closing. Seller and Buyer shall, in addition, execute such further escrow instructions as the Escrow Holder may reasonably require in connection with the Closing as long as such instructions are consistent with the provisions of this Agreement and the escrow instructions of Seller and Buyer. In the event of any conflict between the terms and conditions of this Agreement and the provisions of any escrow instructions prepared by Seller, Buyer or the Escrow Holder, the terms and conditions of this Agreement shall control.
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Instructions to Escrow Holder. If this Agreement and the Escrow terminate pursuant to the immediately preceding paragraph, Escrow Holder is hereby instructed to promptly (i) deliver a fully executed original of each of the Amended and Restated Option Agreement to DMC and the Owner, (ii) deliver all copies of the Sublease Assignment to DMC and (iii) deliver to Owner and DMC all other funds and documents deposited by them, respectively, into Escrow which are held by Escrow Holder on the date of said termination, less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation charges required to be paid by such party under Paragraph 5(e).
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Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit the transfer or repurchase of the Unvested Stock only in accordance with this Agreement or instructions signed by the Shareholder and an officer of the Company other than the Shareholder. If the Company's Repurchase Right is exercised, the Escrow Holder is hereby authorized to take all necessary and appropriate action, including, without limitation, the completion and delivery to the Company of Schedule A hereto, to effect the purposes of this Agreement. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by an officer of the Company other than the Shareholder. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his or her own judgment. Upon lapse of the Repurchase right, the Escrow Agent shall deliver to the Shareholder all documents, securities or other property belonging to Shareholder, and shall be discharged of all further obligations hereunder.
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Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit the transfer or repurchase of Shares only in accordance with this Agreement upon instructions signed by the Purchaser and an officer of the Company other than the Purchaser. Notwithstanding anything to the contrary set forth in this Agreement, if the Company Repurchase Right and/or GAP Purchase Right is exercised, the Escrow Holder is hereby authorized to take all necessary and appropriate action, including, without limitation, the completion and delivery to the Company and/or GAP of Exhibit A hereto, to effect the purposes of this Agreement. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by an officer of the Company other than the Purchaser. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his or her own judgment. Upon lapse of the Company Repurchase Right and GAP Purchase Right with respect portions of the Unvested Shares in which the Purchaser acquires a vested interest pursuant to Section 3(d) hereof, the Escrow Holder shall, upon the Purchaser's request, promptly cause a new certificate to be issued for such released Unvested Shares and shall deliver such certificate to the Purchaser. Upon lapse of the Company Repurchase Right and GAP Purchase Right with respect to all of the Unvested Shares, the Escrow Agent shall deliver to the Purchaser all documents, securities or other property belonging to the Purchaser, and shall be discharged of all further obligations hereunder.
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Related to Instructions to Escrow Holder

  • Escrow Holder Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.

  • Wire Transfer Instructions I will wire funds from my outside account according to the “Subscription Instructions” Page. ____ I will wire funds from my Aegis Capital Account. ____The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window. Investor Signature Date Investor Signature Date

  • Notice to Escrow Agent Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: Equity Transfer & Trust Company 000 Xxxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX X0X 0X0 Attention: Fax Number: (000) 000-0000

  • Instructions to Custodian The Sub-Adviser shall have authority to issue to each Fund’s custodian such instructions as it may consider appropriate in connection with the settlement of any transaction relating to a Fund that it has initiated. The Adviser shall ensure that each Fund’s custodian is obliged to comply with any instructions of the Sub-Adviser given in accordance with this Agreement. The Sub-Adviser will not be responsible for supervising a Fund’s custodian.

  • Deliveries to the Escrow Agent (a) Concurrently with the execution and delivery of this Agreement, the Holder is delivering the Debentures and the Class B Warrants to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of the Outstanding Securities.

  • Transfer Instructions All transfers into and out of the Trust Unallocated Account shall be made upon receipt of, and in accordance with, instructions given by the Trustee to the Custodian. Such instructions shall be given by authenticated SWIFT message or, if for any reason the SWIFT messaging system is not operational, by such other temporary means as the Trustee and the Custodian may agree from time to time. Other information (which shall not constitute an instruction) related to transfers into and out of the Trust Unallocated Account may be sent between the Trustee and the Custodian by email or by such other means as the Trustee and the Custodian may agree from time to time. Any such communication shall be deemed to have been given, made or served upon actual receipt by the recipient.

  • Compensation to Escrow Agent The Escrow Agent shall be entitled to receive from the Issuer reasonable compensation for its services as set forth in Exhibit B attached hereto. In the event that the Escrow Agent renders any additional services not provided for herein, or if any controversy arises hereunder, or if the Escrow Agent is made a party to, or intervenes in any action, suit or proceeding pertaining to this Agreement, the Issuer shall provide reasonable compensation for such additional services. Upon notice to the Security Holders, the Escrow Agent may deduct its compensation from any cash dividends or distributions held pursuant to paragraph 8 above.

  • Closing Instructions This Agreement shall constitute both an agreement between Buyer and Seller and escrow instructions for Escrow Holder. If Escrow Holder requires separate or additional escrow instructions which it reasonably deems necessary for its protection, Seller and Buyer hereby agree promptly upon request by Escrow Holder to execute and deliver to Escrow Holder such separate or additional standard escrow instructions of Escrow Holder (the “Additional Instructions”). In the event of any conflict or inconsistency between this Agreement and the Additional Instructions, this Agreement shall prevail and govern, and the Additional Instructions shall so provide. The Additional Instructions shall not modify or amend the provisions of this Agreement or impose any additional obligations upon either Seller or Buyer, unless otherwise agreed to in writing by Seller and Buyer.

  • Escrow Agent The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

  • Escrow of Funds Pursuant to the Escrow Agreement, a copy of which is attached hereto as Exhibit "A" (the "Escrow Agreement"), executed by the Company, the Agent and the escrow agent (the "Escrow Agent"), the subscribers shall place all funds for purchase of Securities for each Closing in an escrow account. The Company shall have the right to approve or object the subscriptions of each subscriber, as described in the Subscription Agreement prior to each closing. At such time as subscribers, subscribing for at least $100,000 of Securities, have delivered to the Escrow Agent their signed subscription documents, those subscribers have been approved by the Company, and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the subscribers (the "Initial Closing"). In the event that the Initial Closing shall be for an amount of Securities less than $700,000, the Offering may be continued, and additional Closings may be held (each a "Subsequent Closing") throughout the Offering Period. In addition, the Agent shall have the right to act as agent for the sale of additional Debentures or Securities as set forth in Section 5 herein.

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