CFO Holdback Escrow Sample Clauses
CFO Holdback Escrow. Pursuant to Section 4.14(b) of the Securities Purchase Agreement, the Company has undertaken that no later than ninety (90) days following the Closing Date, the Company will hire a full-time chief financial officer who has experience as the chief financial officer of a United States public reporting company and who is (i) a certified public accountant, (ii) fluent in English, and (iii) an expert in (x) GAAP and (y) auditing procedures and compliance for United States public companies (such a chief financial officer being referred to as a “Qualified CFO”). The Company shall enter into an employment agreement with the Qualified CFO for a term of no less than two years. Should the Qualified CFO be dismissed at any time prior to the later to occur of the second anniversary of (x) his or her employment agreement or (y) the Closing Date, then the Company shall replace the Qualified CFO with a chief financial officer who fits the criteria set forth herein as soon as practicable. By 9:00 a.m. (New York time) on the second Trading Day following the hiring of such Qualified CFO, the Company will file a Current Report on Form 8-K disclosing the information required by Item 5.02 of Form 8-K. Accordingly, $1,500,000 (the “CFO Holdback Escrow Amount”) of the Escrowed Funds is to be held in the Escrow Account subject to the satisfaction of the Company’s obligations under this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amount. Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreement, the Company and a Majority in Interest of the Investors shall execute and deliver written instructions (such written instructions shall not be unreasonably withheld, conditioned, or delayed by the Investors) with reference to this Section 3.2 to release the CFO Holdback Escrow Amount to the Company (“Instructions to Release CFO Holdback”). Within one (1) Business Day following its receipt of Instructions to Release CFO Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the CFO Holdback Escrow Amount, less any portion thereof previously required to be distributed to Investors as partial liquida...
CFO Holdback Escrow. Pursuant to Section 4.14(b) of the Securities Purchase Agreement, the Company has undertaken that no later than 90 days following the Closing Date, the Company will hire a chief financial officer who is a certified public accountant or possesses experience such that he or she can reasonably serve as a chief financial officer, fluent in English, and who has a working familiarity with (i) US GAAP and (ii) auditing procedures and compliance for United States public companies. The Company shall enter into an employment agreement with the CFO for a term of no less than two years. Accordingly, $1,500,000 (the “CFO Holdback Escrow Amount”) of the Escrowed Funds is to be held in the Escrow Account subject to the satisfaction of the Company’s obligations under Section 4.14(b) of the Securities Purchase Agreement. Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.2 and Section 4.14(b) of the Securities Purchase Agreement, the Company and a Majority in Interest of the Investors shall execute and deliver written instructions with reference to this Section 3.2 to release the CFO Holdback Escrow Amount to the Company (“Instructions to Release CFO Holdback”). The Escrow Agent shall, upon receipt of Instructions to Release CFO Holdback jointly executed by the Company and a Majority in Interest of the Investors, pay the CFO Holdback Escrow Amount 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.