Creation of Escrow Fund. (a) Parent herewith deposits with Escrow Agent one stock certificate for each of the Messrs. Pilevsky and Xxxxx representing 31,586 and 30,347 Parent Shares respectively issued in the name of the Escrow Agent (the "Escrow Shares"). Other than cash dividends or distributions paid by Parent with respect to the Escrow Shares (which shall be delivered by Parent to the Shareholders), in the event of distribution during the term of this Agreement on or with respect to the Escrow Shares, whether in cash, property, evidences of indebtedness, securities, rights or options, and whether by way of a dividend, stock split, reclassification, recapitalization, redemption or other distribution, or in connection with any merger, share exchange, consolidation or other transaction in which the Escrow Shares are exchanged for or converted into the cash, property, evidences of indebtedness, securities, rights or options of Parent or any other person or entity, such cash, property, evidences of indebtedness, securities, rights or option shall be delivered to Escrow Agent and shall be held and administered along with the Escrow Shares as herein provided. The Escrow Shares, together with all cash, property, evidences of indebtedness, securities, rights or options distributed on or with respect to the Escrow Shares and delivered to the Escrow Agent as herein provided, are herein referred to as the "Escrow Fund."
(b) The Escrow Agent shall invest any cash delivered to it as part of the Escrow Fund in the Federated Treasury Obligations Money Market Fund or such other account or fund as directed by the other parties hereto jointly.
(c) Any income earned on such investments shall be added to and shall become part of the Escrow Fund. The Escrow Fund is to be held, administered and disbursed by the Escrow Agent as provided herein. Escrow Agent acknowledges receipt of the Escrow Fund and agrees to hold, administer and disburse the same in accordance with the terms of this Agreement. No withdrawal thereof shall be made by anyone except pursuant to the terms hereof.
(d) The Shareholders shall have the right to vote or direct the voting of the Escrow Shares. Any proxy statements received by the Escrow Agent shall be forwarded to the Shareholders, and the Escrow Agent shall vote the Escrow Shares in accordance with the written instructions of the Shareholders.
Creation of Escrow Fund. There is hereby created and established with the Escrow Trustee a special and irrevocable escrow fund designated “1993 Series B Escrow Fund” (the "Escrow Fund") to be held in the custody of the Escrow Trustee in trust under this Agreement Regarding Redemption for the benefit of the beneficial owners of the 1993 Series B Bonds.
Creation of Escrow Fund. At or promptly after the Effective Time, the ----------------------- Stockholder Representative shall instruct the Exchange Agent to deposit with the Escrow Holder certificates representing those shares of HCC common stock required to be so deposited under Section 2.4 of the Agreement. HCC and the Holders agree that any other securities, which thereafter are to become part of the Escrow Fund as provided in Section 1.4 of this Escrow Agreement, shall be promptly deposited with the Escrow Holder upon receipt by or on behalf of the Holders, and receipt by the Escrow Holder on behalf of the Holders shall be deemed receipt by the Holders. Certificates representing securities deposited in the Escrow Fund shall be accompanied by separate stock powers endorsed in blank by the Stockholder Representative on behalf of the Holders.
Creation of Escrow Fund. There is hereby created and established with the Trustee/Escrow Agent a special and irrevocable escrow fund designated “Los Angeles County Metropolitan Transportation Authority, Proposition A First Tier Senior Sales Tax Revenue Refunding Bonds, Series 2009-A Escrow Fund” (herein referred to as the “Escrow Fund”) to be held in the custody of the Trustee/Escrow Agent in trust under this Escrow Agreement for the benefit of the owners of the Refunded Bonds. Except as otherwise provided in Section 5 hereof, the Authority shall have no interest in the funds held in the Escrow Fund.
Creation of Escrow Fund. SECTION 1.1. Contemporaneous with the execution of this Escrow Agreement, Parent shall deposit at Closing a portion of the Parent Common Stock equal in value to Four Million Two Hundred and Fifty Thousand Dollars ($4,250,000), with the Escrow Agent, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Upon compliance with the terms hereof, Parent shall be entitled to receive payment from the Escrow Fund in the form of shares of Parent Common Stock for all Losses for which Parent is entitled to indemnification under the Agreement and Plan of Merger.
SECTION 1.2. The Escrow Agent shall hold, safeguard and dispose of the Escrow Fund in accordance with the terms hereof and shall treat such Escrow Fund as an escrow fund in accordance with the terms hereof.
Creation of Escrow Fund. (a) Concurrently with the execution hereof, Parent has caused to be issued an aggregate of ___________ Transaction Shares. _________ of such Transaction Shares, representing 10% of the total Transaction Shares issued on the date hereof, have been issued in the name of the persons and in the quantities set forth on Schedule 1(a) hereto and delivered directly to the Escrow Agent. 10% of any Adjustment Shares issued after the date hereof under Section 1.7(b) of the Merger Agreement also shall be placed into escrow under the terms of this Agreement and shall become part of the Escrow Fund. Any Transaction Shares and Adjustment Shares placed into escrow under the terms of this Agreement shall be referred to collectively herein as the "Escrow Shares." Any stock dividends and distributions made by Parent on or with respect to the Escrow Shares on or after the date hereof while any Escrow Shares remain in the Escrow Fund shall be deposited into the Escrow Fund and shall attach to the specific Escrow Shares with respect to which such dividend or distribution was made and shall be distributed from the escrow together with such Escrow Shares.
(b) The Escrow Agent hereby agrees to act as the escrow agent and to hold, safeguard and disburse the Escrow Fund pursuant to the terms and conditions hereof. Its duties hereunder shall cease upon the earlier of (i) its distribution of the entire Escrow Fund in accordance with this Agreement, or (ii) its resignation pursuant to Section 4(f) below.
Creation of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund designated the “Escrow Fund” to be held in the custody of the Escrow Agent in trust under this Escrow Agreement for the benefit of the owners of the Refunded Bonds. Except as otherwise provided in Section 6 hereof, the Department shall have no interest in the funds or investments held in the Escrow Fund.
Creation of Escrow Fund. There is hereby created and established with the Escrow Agent the following special and irrevocable separate trust fund to be held in the custody of the Escrow Agent and designated as the “Escrow Fund for the City of Sedalia, Missouri Tax Exempt Refunding and Improvement Certificates of Participation, Series 2010A” (the “Escrow Fund”).
Creation of Escrow Fund. There is hereby created and established with the Escrow Agent the following special and irrevocable trust fund to be held in the custody of the Escrow Agent and designated the “Escrow Fund for the City of Columbia, Missouri, Taxable Sewerage System Revenue Bonds (Build America Bonds – Direct Subsidy), Series 2009” (the “Escrow Fund”).
Creation of Escrow Fund. (a) As contemplated in Section 2.3 of the Purchase Agreement, Purchaser is depositing with Escrow Agent an amount equal to Two Hundred Fifty Thousand Dollars and No Cents ($250,000.00) in immediately available funds (said sum as reduced by any disbursements, amounts distributed under Section 5 hereof, or losses on investments, is herein referred to as the "ESCROW FUND"). Unless instructed otherwise in writing, the Escrow Agent shall invest the Escrow Fund in the STI Classic U.S.
