Creation of Escrow. (a) At the Closing, as collateral security for the payment of any indemnification obligations of the Stockholders pursuant to Sections 12.1 and 12.2 hereof and for the payment of amounts due pursuant to Article 3 hereof, the following shall be delivered to UniCapital's Transfer Agent as indemnity escrow agent (the "Indemnity Escrow Agent"):
(i) ten percent (10%) of the number of shares of UniCapital Stock issuable to each Stockholder as part of the Effective Date Consideration in accordance with Annex II, rounded up to the nearest whole share (the "Escrow Shares"); and
(ii) ten percent (10%) of the cash portion of the Effective Date Consideration payable to each Stockholder in accordance with Annex II, rounded up to the nearest whole cent (the "Escrow Cash").
(b) The Escrow Shares and the Escrow Cash are referred to together as the "Escrow Property." In addition, the Escrow Property shall include all cash and non-cash dividends and other property at any time received or otherwise distributed in respect of or in exchange for any or all of the Escrow Property, all securities hereafter issued in substitution for any of the foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and except as provided in Section 4.3 all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property.
Creation of Escrow. A. A. Simultaneously with the delivery of Series 2020A Taxable Certificates, and subject to their execution and delivery, there shall be purchased, with $[1,300,000\] derived from the proceeds of the Series 2020A Taxable Certificates (to the extent not heretofore purchased) the Federal Securities described in Exhibit 1 to this Escrow Agreement (the “Initial Federal Securities”) and shall cause the Initial Federal Securities to be credited to and accounted for in a separate trust account designated as the “Lakewood Series 2006A Escrow Defeasance Account” (the “Escrow Account”). Receipt of $[1,300,000\] by the Escrow Bank to be applied as provided herein is hereby acknowledged. B. B. Other Federal Securities may be substituted for any Initial Federal Securities if such Initial Federal Securities are unavailable for purchase at the time of the execution and delivery of the Series 2020A Taxable Certificates, subject in any case to sufficiency demonstrations and a yield proof in a certified public accountant’s report, and subject to a favorable opinion of the City’s bond counsel as to the legality of any such substitution, and in any event in such a manner so as not to increase the price which the City pays for the initial acquisition of Federal Securities for the Escrow Account. The certified public accountant’s report must indicate that the receipts from the substitute securities are sufficient without any need for reinvestment to fully pay the principal of, interest on and any prior redemption premiums due in connection with the Refunded Certificates. Any Federal Securities temporarily substituted may be withdrawn from the Escrow Account when the Initial Federal Securities are purchased and credited to the Escrow Account. Similarly, any temporary advancement of moneys to the Escrow Account to pay designated Refunded Certificate Requirements, because of a failure to receive promptly the principal of and interest on any Federal Securities at their respective fixed maturity dates, or otherwise, may be repaid to the person advancing such moneys upon the receipt by the Escrow Bank of such principal and interest payments on such Federal Securities.
Creation of Escrow. Promptly following the Acceptance Date, an escrow (herein referred to as the “Escrow”) shall be created and established with the Title Company or other escrow company chosen by the parties (which Title Company, when acting in its escrow capacity, or other escrow company, shall be herein referred to as the “Escrow Agent”), for the closing of this transaction and for the receipt and delivery of funds, the deed and other documents and instruments to be delivered upon the terms and conditions of this Agreement.
Creation of Escrow. At any time and from time to time after the date hereof until completion of the Offering and Closing thereunder, the Underwriter shall cause to be delivered to the Escrow Agent, from the Subscribers, funds or instruments payable to the Escrow Agent as escrow agent representing the purchase price of shares subscribed for by Subscribers. The Escrow Agent shall accept and hold in escrow all such funds so received by it for deposit in escrow hereunder (the "Escrowed Funds") until released as set forth herein. The Escrow Agent shall maintain books and records of account detailing the source of all funds received by the Escrow Agent.
Creation of Escrow. Over the five business days on and after the Effectiveness Date, the Employee shall use the entire Escrow Amount to purchase shares of Parent Common Stock in open market brokerage transactions. The Employee hereby agrees to transfer to the Escrow Agent all such shares of Parent Common Stock (the "Escrowed Shares") as they are purchased. The Employee has executed the attached irrevocable order to purchase the Escrowed Shares as soon as practicable over the five business days on and after the Effectiveness Date. The Escrow Agent hereby agrees to accept the Escrowed Shares and hold the same in escrow pursuant to the terms of this Agreement.
Creation of Escrow. The Sellers have delivered into escrow with the ------------------ Escrow Agent, the receipt of which is hereby acknowledged by the Escrow Agent, 21,851,503 shares of the Company Common Stock and 1,000,000 shares of the Company Preferred Stock (the "Escrowed Shares"). The Escrowed Shares have been accompanied by stock powers duly executed by the Sellers in favor of the Purchaser, which will be utilized to transfer the Escrowed Shares to the Purchaser upon satisfaction of all of the terms of the Stock Purchase Agreement, the Note, the Stock Pledge Agreement, and the Consulting Agreements or any of the Attachments referred to therein, and this Agreement.
Creation of Escrow. Parent hereby directs the Escrow Agent, at the Effective Time, in its capacity as trustee under the Trust Agreement, to transfer to the Escrow Agent, out of the Trust Funds otherwise payable to Parent pursuant to the Trust Agreement, an amount equal to the Escrowed Amount. The Escrow Agent hereby agrees to accept the Escrowed Amount and hold the same in escrow pursuant to the terms of this Agreement. The Escrow Agent and the other parties hereto agree that all Escrowed Funds held hereunder shall be held for the account of the Parent Indemnified Stockholders for purposes of payment to the Parent Indemnified Stockholders as required under Article IV hereunder and, if not so paid, for the account of Parent to be used as Parent shall determine.
Creation of Escrow. At any time and from time to time after the date hereof until completion of the Offering and Closing thereunder, the Company shall deliver, or cause to be delivered by Xxxxxx, to the Escrow Agent funds representing the purchase price of shares subscribed for by subscribers. The Escrow Agent shall accept and hold in escrow all such funds received by it from the Company or Xxxxxx for deposit in escrow hereunder (the "Escrowed Funds") until released as set forth herein.
Creation of Escrow. Purchaser agrees to deposit with and deliver to Escrow Agent, the net closing proceeds of the Seller's Property, which net closing proceeds shall consist of cash in the amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) plus or minus any adjustments allowed under Paragraph 4(a) of the Contract and less costs of closing, fees, taxes, and other reductions contemplated by the Contract, said net closing proceeds being hereinafter referred to as the "Escrow Fund." Escrow Agent shall have no responsibility to ascertain whether the funds deposited with it as the Escrow Funds are equal to the net closing proceeds described in the immediately preceding sentence. Each deposit to the Escrow Fund, whether initially made as contemplated above, or made subsequently for whatever reason, shall be in cash, and shall be accompanied by notice to Escrow Agent setting forth the time and method of delivery of such cash, the amount thereof, and directions to Agent shall invest the Escrow Fund at the written request of the parties hereto. Said request shall be by notice, which shall specify the type of investment to be made, the maturity date, and the principal amount to be invested. The Escrow Agent shall not be liable for losses on any investments made by it pursuant to and in compliance with such instructions; and Escrow Agent shall not be responsible or liable for any penalty or loss incurred as a result of the settlement or liquidation of any such investment prior to this maturity to enable Escrow Agent to make any disbursement required hereunder. The Escrow Fund will remain uninvested until such notice of investment instructions is received. All interest earned on the Escrow Fund shall be added to and shall become a part of the Escrow Fund, subject to the same restrictions on distribution as contained herein for the Escrow Fund. No assignment, transfer, conveyance or hypothecation of any right, title or interest in and to the subject matter of this Escrow shall be binding upon Escrow Agent unless notice thereof shall be served upon Escrow Agent and all fees, costs and expenses incident thereto shall have been paid and then only upon Escrow Agent's assent thereto in writing. Escrow Agent shall be under no duty or obligation to ascertain the identity, authority or rights of the parties executing, delivering or purporting to execute or deliver these instructions or any documents, paper, or payments deposited or called for hereunder, and assumes no responsibi...
Creation of Escrow. On the date of this Agreement, (i) Activision shall deposit with the Escrow Agent certificates for the Escrow Shares, the certificate numbers, registered owners and denominations of which are listed on Exhibit 1 to this Agreement, and (ii) the Shareholders shall deposit with the Escrow Agent the Stock Powers, substantially in the form of Exhibit 2, in blank, duly executed by the Shareholders with signatures medallion guaranteed. The Shareholders shall deposit in escrow at least two Stock Powers for each certificate representing Escrow Shares.
