Deliveries to Escrow Agent Sample Clauses

Deliveries to Escrow Agent. A Security Holder who wishes to tender Securities (the “Tendered Securities”) to a bona fide formal take-over bid, plan of arrangement, amalgamation, merger or similar transaction (a “Transaction”) shall deliver to the Escrow Agent: (a) a written direction signed by the Security Holder (a “Direction”) that directs the Escrow Agent to deliver to a specified person (the “Depositary”) either: (i) certificates evidencing the Tendered Securities; or (ii) where the Security Holder has provided the Escrow Agent with a notice of guaranteed delivery or similar notice of the Security Holder's intent to tender the Tendered Securities to the Transaction, that notice; (b) a letter of transmittal or similar document; (c) where required, a transfer power of attorney duly executed by the transferor; (d) the written consent of the Exchange; (e) any other documentation required to be delivered to the Depositary under the terms of the Transaction; and (f) such other information concerning or evidence of the Transaction that the Escrow Agent may reasonably require.

Deliveries to Escrow Agent. Each Purchaser shall deliver to the Escrow Agent the sum indicated alongside its name on Exhibit B attached hereto, and Escrow Agent shall acknowledge receipt of such amount and agrees to hold and disburse said amount (collectively, the “Escrow Amount”) in accordance with the terms and conditions of this Escrow Agreement and for the uses and purposes stated herein. Such amount shall be delivered into escrow by each Purchaser in accordance with the instructions in Exhibit C.

Deliveries to Escrow Agent. Where the Security Holder wishes to tender certain Escrowed SkyLynx Shares of the Security Holder (the "Tendered Securities") to a bona fide formal takeover bid, plan of arrangement, amalgamation, merger or similar transaction (a "Transaction") the Security Holder will deliver to the Escrow Agent: (a) a written direction signed by the Security Holder (a "Direction") that directs the Escrow Agent to deliver to a specified person or company (the "Depositary") either: (i) certificates evidencing the Tendered Securities, or (ii) where the Security Holder has provided the Escrow Agent with a notice of guaranteed delivery or similar notice of the Security Holder's intent to tender the Tendered Securities to the Transaction, that notice, together with a letter of transmittal or similar document and, where required, transfer power of attorney duly executed for transfer, and any other documentation specified or provided by the Security Holder and required to be delivered to the Depositary under the terms of the Transaction; and (b) such other information concerning or evidence of the Transaction as the Escrow Agent may reasonably require.

Deliveries to Escrow Agent. 1.1 The Escrow Agent shall receive, hold and preserve the Transponder Documents in as safe and secure a manner as possible, appropriate for valuable assets similar in nature to the Production File - in a separate container, appropriately segregated from materials that do not form part of the subject matter of this Agreement at a location in the State of Israel to be mutually agreed upon by Telematics and Derech Eretz with access only by such employees of the Escrow Agent as are duly authorized by the Escrow Agent from time to time, and for disposition only in accordance with the provisions of this Agreement. The Escrow Agent shall have no beneficial rights in the Transponder Documents. 1.2 The Escrow Agent recognizes and agrees that the materials contained in the Transponder Documents are the valuable assets and proprietary and confidential information of Telematics and may be required under the terms hereof by Derech Eretz as contemplated by this Agreement. Further, the Escrow Agent agrees to hold the Transponder Documents in strictest confidence and take all appropriate acts to maintain their confidentiality. The Escrow Agent agrees that it will not use, copy or disclose the Transponder Documents to any person, in any manner whatsoever, except as expressly provided for herein. 1.3 For the avoidance of doubt, the Transponder Documents will include: product tree, flow charts, electrical drawings, mechanical and layout drawings, electrical harnesses and wiring drawings, gerber files for printed circuit boards, assembly instructions and drawings, parts and vendors list, test setup and procedures, executable software files, programming instructions for firmware (ASIC and any other programming devices), specifications for special components, authorization letter assignment for the direct procurement of standard and special components.

Deliveries to Escrow Agent. At the Closing, subject to the provisions hereof, Buyer will deliver to the Escrow Agent the Stock in accordance with Section 1.5.2 and Seller shall deliver irrevocable stock powers for the Stock duly endorsed in blank, with Seller's signature guaranteed with a guaranteed medallion in accordance with Section 1.5.2.

Deliveries to Escrow Agent. 1.1 Three months after delivery of the first AMR System production batch, Telematics shall deliver the AMR system Production File to Escrow Agent. Escrow Agent shall confirm to Arad, in writing, that the AMR system production file have been deposited. 1.2 Telematics shall deliver, when applicable, and, on an annual basis, to Escrow Agent the updates and new revision of any document included in the AMR system Production File (the "Upgrades").

Deliveries to Escrow Agent. With the execution of this Agreement, Buyer is depositing with Escrow Agent cash in the amount of $3,100,000 (the "Deposited Amount" and as increased by any earnings thereon ("Escrow Earnings") and as reduced by any disbursements or amounts withdrawn under Section 6 hereof, the "Escrow Fund"). Escrow Agent acknowledges receipt thereof. All such funds in the Escrow Fund will be held in escrow by the Escrow Agent and will subsequently be transferred only in accordance with the terms and provisions of this Agreement.

Deliveries to Escrow Agent. 1.1 Upon delivery of the Current Version Software, as set forth in Section 14.2.1 of the License Agreement, and upon delivery of the Final Version RLS Licensed Software, as set forth in Section 14.2.2 of the License Agreement, Teletrac shall deliver the Source Code to Escrow Agent. The Escrow Agent is not required to independently verify the sufficiency of the delivery. 1.2 In addition, Teletrac shall deliver, on an annual basis, to Escrow Agent the Source Code for any and all "RLS Licensed Software Upgrades" (as such term is defined in Section 1.22 of the License Agreement) that Teletrac is required to deliver to Ituran pursuant to the License Agreement (the "Upgrades").

Deliveries to Escrow Agent. The Parent, Merger Sub or Purchase Sub shall have delivered to the Escrow Agent a Certificate for 725,000 shares of Parent Common Stock and the Warrants.

Deliveries to Escrow Agent. The Depositor shall deliver to the Escrow Agent via wire transfer or book transfer an initial deposit in the sum of $225,000.00. Depositor and Beneficiary agree that additional funds may be deposited into the Escrow account during the term of the Escrow agreement. Escrow Agent shall acknowledge receipt of such amount(s) and agrees to hold and disburse said amount(s) (collectively, the Escrow Amount) in accordance with the terms and conditions of this Escrow Agreement and for the uses and purposes stated herein. Such amount(s) shall be delivered into escrow in accordance with the instructions in Exhibit B.