The Escrow. 3.1 The Respondent shall be required, in accordance with the CRTSA, to deposit an amount equal to the Security Amount as escrow amount to the account number [●] of the Escrow Agent with [●] (bank clearing Nr. [●], SWIFT code: [●]) (the “Escrow Account”) in accordance with GC 16.2(v) of the CRTSA, i.e., within 10 (ten) calendar days after the appointment of the arbitrators becoming effective pursuant to Art. 5.1 of the Swiss Rules.
The Escrow. The Escrow Holder shall disburse the Escrow Shares in accordance with the following procedures:
The Escrow. The Holdback Escrow Amount will be deposited with the Escrow Agent in conjunction with the purchase of the Assets and in proportion to the Assets that are purchased.
The Escrow. The Escrow shall be established on the following terms and conditions:
The Escrow. In accordance with the terms of the Merger Agreement, TAS has deposited with the Escrow Agent the Deposit Amount, consisting of funds contributed to its capital by LJH and Owl Creek. The Deposit Amount, plus all interest thereon, shall be held and disposed of in accordance with the terms of this Agreement (the “Escrow”).
The Escrow. Agent acknowledges receipt of and agrees to accept the Deposit and establish and maintain a separate account for each GAP Purchaser's cash portion of the Purchasers' Deposit as provided herein (the "ESCROW ACCOUNT").
The Escrow. As a condition to the Merger Filing, Parent shall deliver certificates evidencing the Escrow Shares to the Escrow Agent, to be held by the Escrow Agent in an escrow account (the "Escrow") in accordance with the provisions of the Escrow Agreement. Within five business days after termination of the Escrow in accordance with the Escrow Agreement, the Escrow Agent shall deliver the Escrow Shares remaining in the Escrow, after all deductions have been made therefrom pursuant to Section 10.1, (I) to each Effective Time Stockholder who surrendered a Stock Certificate and received the Per Share Stock with respect to the shares evidenced by such Stock Certificate, an amount equal to (a) the Per Share Additional Stock, multiplied by (b) the number of shares of Company Common Stock evidenced by such Stock Certificate; and (II) the balance to Parent. Thereafter the Escrow Agent shall not be liable to any Persons claiming any amount of such Escrow Shares; and any subsequent distribution of the balance of such Escrow Shares shall be effected directly with Parent.
The Escrow. Agent shall hold the cash, together with the obligations herein authorized and directed to be purchased, at all times in the Escrow Account, wholly segregated from other funds and securities on deposit with it, shall never commingle such cash or securities with other funds or securities of the Escrow Agent, shall never at any time use, loan or borrow the same in any way unless said funds are fully secured in the manner required by law for other trust funds. The Escrow Account shall at all times be maintained on the books of the Escrow Agent together with the Defeasance Securities so purchased.
The Escrow. Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence.
The Escrow. Promptly after the execution and delivery hereof, Glenayre will deliver to the Escrow Agent cash in the total amount as stated on Schedule 1 hereto. Such cash, together with all interest and other income earned thereon, is referred to herein as the "Escrow."
