Common use of Delivery by Electronic Book Clause in Contracts

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24, 2014, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 ABA # 000000000 Swift Code: chasus33 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account Number: 530-158396 REF: (Investor Name) Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor to the Company upon the satisfaction, in the sole judgment of the Representative, of the conditions set forth in Section 3.3 hereof. The Representative shall have no rights in or to any of the escrowed funds, unless the Representative and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).

Appears in 2 contracts

Samples: Subscription Agreement (Clearsign Combustion Corp), Subscription Agreement (Clearsign Combustion Corp)

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Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities being purchased by the Investor to the following account (the “Escrow Account”) designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24December 12, 20142007, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company Mellon Investor Services LLC (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Mellon Bank ABA # #: 000000000 Swift Code: chasus33 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Mellon Investor Services LLC Account Number# : 5300000000 F/C AVI BioPharma F/C/C # 28912 Attn: Xxxx Xxxxx Tel : 000-158396 REF: (Investor Name) 000-0000 Such funds shall be held in escrow in an interest bearing account until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativeCitigroup Global Markets Inc. (“Citigroup”), of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Citigroup and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Agency Fee. The Company and the Investor severally and not jointly agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Investor shall also furnish to the Representative Citigroup a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).

Appears in 2 contracts

Samples: Subscription Agreement (Avi Biopharma Inc), Subscription Agreement (Avi Biopharma Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24December 13, 20142005, by and among the Company, the Placement Agents Agent and Continental Stock Transfer Xxxxx Raysman Xxxxxxxxx Xxxxxx & Trust Company Xxxxxxx LLP (the “Escrow Agent”): JX THE CITIBANK PRIVATE BANK 000 Xxxx 00xx Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx XxxxxxxxXxx Xxxx, XX 00000 ABA # 000000000 Swift Code: chasus33 000-000-000 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Discovery Laboratories, Inc. Account Number: 530-158396 REF: (Investor Name) 00000000 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agent, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agent shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agent and shall have the right to continue to represent the Placement Agent, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agent by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Subscription Agreement (Discovery Laboratories Inc /De/)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the "Escrow Agreement") dated as of February 24March ___, 20142005, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company Xxxxxxx XxXxxxxxx LLP (the "Escrow Agent"): JX Xxxxxx Cxxxx 4 Citibank, F.S.B. Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxx Xxxxxx XxxxxxxxXxx Xxxxxxxxx, XX 00000 ABA # 000000000 Swift CodeAcct: chasus33 Account IOLTA #000-000-000 Acct Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account NumberX.X. Xxxxxxx/8x8 Xxxxxxx XxXxxxxxx Ref: 530Client/Matter No. 2024497 / 0000312972 Domestic Wires: ABA Routing #000-158396 REF000-000 International Wires: (Swift Number - XXXXXX00 The Investor Name) hereby authorizes the Escrow Agent to release such funds in accordance with the terms of the Escrow Agreement and to take such other actions as provided therein. Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each the Investor to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree that: (i) the Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) the Escrow Agent shall not be personally liable for any act it may do or omit to do hereunder as escrow agent while acting in good faith and in the exercise of its own good judgment, and any act done or omitted by it pursuant to the advice of its legal counsel and other experts shall be conclusive evidence of such good faith; (iii) the Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or company, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court; and (iv) should any dispute arise with respect to the delivery and/or ownership or rights of possession of the escrowed funds held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part of said funds until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) ("Losses") arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form), if requested. Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering or otherwise, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Subscription Agreement (8x8 Inc /De/)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one three (13) business day days after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account (the “Escrow Account”) designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24, 20142006, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company U.S. Bank National Association (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 ABA # Bank: U.S. Bank National Association ABA: 000000000 Swift CodeA/C: chasus33 Account Name180121167365 BNF: Continental Stock Transfer & U.S. Bank Trust Co. AAF ClearSign Combustion Corp. Account NumberN.A. OBI: 530-158396 REFTrust Fin Mgmt Ref: (Investor Name) TranSwitch Corporation Escrow #793064010 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Subscription Agreement (Transwitch Corp /De)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24December 7, 20142005, by and among the Company, the Placement Agents and Continental Stock Transfer Xxxxx Raysman Xxxxxxxxx Xxxxxx & Trust Company Xxxxxxx LLP (the “Escrow Agent”): JX THE CITIBANK PRIVATE BANK 000 Xxxx 00xx Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx XxxxxxxxXxx Xxxx, XX 00000 ABA # 000000000 Swift Code: chasus33 000-000-000 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. GTC Biotherapeutics, Inc. Account Number: 530-158396 REF: (Investor Name) 00000000 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Subscription Agreement (GTC Biotherapeutics Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24December 6, 20142006, by and among the Company, the Placement Agents Agent and Continental Stock Transfer & Trust Company The Bank of New York (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Bank of New York ABA No. 000000000 GLA 111-565 Cust A/C # 000000000 Swift Code: chasus33 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account Number: 530-158396 REF: (Investor Name) 102209 A/C Name Oppenheimer/Acacia Research Corporation Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agent, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agent shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agent, and shall have the right to continue to represent the Placement Agent, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agent by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Subscription Agreement (Acacia Research Corp)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the "Escrow Agreement") dated as of February 24January 27, 20142005, by and among the Company, the Placement Agents and Continental Stock Transfer Xxxxx Raysman Xxxxxxxxx Xxxxxx & Trust Company Xxxxxxx LLP (the "Escrow Agent"): JX THE CITIBANK PRIVATE BANK 000 Xxxx 00xx Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx XxxxxxxxXxx Xxxx, XX 00000 ABA # 000000000 Swift Code: chasus33 000-000-000 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Vasogen Inc. Account Number: 530-158396 REF: (Investor Name) 00000000 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) ("Losses") arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Agent Agreement (Vasogen Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account (the “Escrow Account”) designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24September 14, 20142006, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company XX Xxxxxx Xxxxx Bank, N.A. (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 XXXxxxxx Xxxxx Xxxx Xxxxxx XxxxxxxxXxxx, XX 00000 ABA # 000000000 Swift Code: chasus33 Account XXX#000 000 021 A/C#304 898 937 A/C Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account NumberAuxilium Pharm Attn: 530-158396 REF: (Investor Name) Xxxxx Xxxxxx Such funds shall be held in escrow in a non-interest bearing account until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).

Appears in 1 contract

Samples: Subscription Agreement (Auxilium Pharmaceuticals Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account (the “Escrow Account”) designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24June 7, 20142007, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company XX Xxxxxx Chase Bank, N.A. (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 XXXxxxxx Xxxxx Xxxx Xxxxxx XxxxxxxxXxxx, XX 00000 ABA # 000000000 Swift Code: chasus33 Account XXX#000 000 021 A/C#304 950 068 A/C Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account NumberAuxilium Pharm/X. Xxxxxx Partners/Banc of America Securities Attn: 530-158396 REF: (Investor Name) Xxxx Xxxxx Such funds shall be held in escrow in a non-interest bearing account until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).

Appears in 1 contract

Samples: Subscription Agreement (Auxilium Pharmaceuticals Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24October 11, 20142005, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company Xxxxxxxxxx Xxxxxxx PC (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 ABA # 000000000 Swift CodePNC Bank New Jersey ABA#: chasus33 000-000-000 Account Name: Continental Stock Transfer & Xxxxxxxxxx Xxxxxxx PC Attorney Trust Co. AAF ClearSign Combustion Corp. Account NumberAccount #: 530-158396 REF: (Investor Name) 8025720166 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each the Investor to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 2.2(b) hereof. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 2.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish acknowledges that the Escrow Agent acts as counsel to the Representative a completed W-9 form (orPlacement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the case Offering, and Investor hereby consents thereto and waives any objection to the continued representation of an Investor who is not a United States citizen the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or resident, a W-8 form)obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Subscription Agreement (Vical Inc)

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Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities Shares being purchased by the Investor to the following account (the “Escrow Account”) designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24May 2, 20142007, by and among the Company, the Placement Agents Agent and Continental Stock Transfer & Law Debenture Trust Company of New York (the “Escrow Agent”): JX Law Debenture Trust Company of New York Citibank N.A. 000 Xxxxxxx Xxxxxx Cxxxx 4 Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 ABA # 000000000 Swift CodeAccount # 00000000 Ref: chasus33 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account Number: 530-158396 REF: (Investor Name) Progen Escrow A/C 79019 Such funds shall be held in escrow in a non-interest bearing account until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agent, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agent shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).

Appears in 1 contract

Samples: Subscription Agreement (Progen Pharmaceuticals LTD)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24November 28, 20142007, by and among the Company, the Placement Agents and Continental American Stock Transfer & Trust Company (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Escrow Agent: American Stock Transfer and Trust Company Bank Name: JPMorgan/Chase ABA # 000000000 Swift Code: chasus33 Account Name: Continental 021 000 021 Cust A/C # 323 062 539 A/C Name American Stock Transfer & and Trust Co. AAF ClearSign Combustion Corp. Account Number: 530-158396 REF: (Investor Name) Company as Escrow Agent for Citizens, Inc. Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the closing conditions set forth in Section 3.3 3.2(a) hereof. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee, as set forth in the Placement Agreement. The Company and the Investor agree to shall indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of, or a material breach of the Escrow Agreement by, the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).

Appears in 1 contract

Samples: Subscription Agreement (Citizens Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24May 4, 20142007, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company JPMorgan Chase Bank, N.A. (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 ABA Bank ABA# 000000000 Swift Code: chasus33 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account Number: 530-158396 REF: (Investor Name) Credit Acct# 304880876 Spectrum/Oppenheimer Escrow Ref:______________________ Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of, or a material breach of the Escrow Agreement by, the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).

Appears in 1 contract

Samples: Subscription Agreement (Spectrum Pharmaceuticals Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the Escrow Agreement”) dated as of February 24July 18, 20142006, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company U.S. Bank National Association (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 U.S. Bank ABA # No.: 000000000 Swift CodeCorporate Trust Services Acct. No.: chasus33 Account Name173103321050 Ref: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account Number: 530-158396 REF: (Investor Name) GTC Therapeutics Subscription Escrow Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).

Appears in 1 contract

Samples: Subscription Agreement (GTC Biotherapeutics Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares and Warrants purchased by such Investor through delivery by electronic book-entry at DTC, (i) in the case of Firm Shares, no later than one (1) business day Business Day after the execution of this Agreement by the Investor and the CompanyCompany and (ii) in the case of Option Shares, no later than one (1) Business Day after the delivery of the Option Notice by the Investor to the Company and the Placement Agent, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities Shares and Warrants being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24August ___, 20142005, by and among the Company, the Placement Agents Agent and Continental Stock Transfer Bxxxx Raysman Mxxxxxxxx Xxxxxx & Trust Company Sxxxxxx LLP (the “Escrow Agent”): JX THE CITIBANK PRIVATE BANK 100 Xxxx 00xx Xxxxxx Cxxxx 4 Xxxxx Xxxx Xxxxxx XxxxxxxxXxx Xxxx, XX 00000 ABA # 000000000 Swift Code: chasus33 000-000-000 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Superconductor Technologies Inc. Account Number: 530-158396 REF: (Investor Name) 30000000 Such funds shall be held in escrow until the respective Closing Date and delivered by the Escrow Agent on behalf of each Investor the Investors to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agent, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions and the acceptance by the Company of the subscription. The Representative Placement Agent shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the First Closing or any Option Closing, as the case may be, that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 2.4 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agent, and shall have the right to continue to represent the Placement Agent, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agent by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Subscription Agreement (Superconductor Technologies Inc)

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24March , 20142005, by and among the Company, the Placement Agents and Continental Stock Transfer & Trust Company Xxxxxxx XxXxxxxxx LLP (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 Citibank, F.S.B. Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxx Xxxxxx XxxxxxxxXxx Xxxxxxxxx, XX 00000 ABA # 000000000 Swift CodeAcct: chasus33 Account IOLTA #000-000-000 Acct Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Account NumberX.X. Xxxxxxx/8x8 Xxxxxxx XxXxxxxxx Ref: 530Client/Matter No. 2024497 / 0000312972 Domestic Wires: ABA Routing #000-158396 REF000-000 International Wires: (Swift Number - XXXXXX00 The Investor Name) hereby authorizes the Escrow Agent to release such funds in accordance with the terms of the Escrow Agreement and to take such other actions as provided therein. Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each the Investor to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agents, of the conditions set forth in Section 3.3 hereofCompany Closing Conditions. The Representative Placement Agents shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold that: (i) the Escrow Agent harmless shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by it to be genuine and against to have been signed or presented by the proper party or parties; (ii) the Escrow Agent shall not be personally liable for any act it may do or omit to do hereunder as escrow agent while acting in good faith and in the exercise of its own good judgment, and any act done or omitted by it pursuant to the advice of its legal counsel and other experts shall be conclusive evidence of such good faith; (iii) the Escrow Agent is hereby expressly authorized to disregard any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 or otherwise with respect to warnings given by any of the funds held in escrow pursuant parties hereto or arising under the Escrow Agreementby any other person or company, unless it is finally determined that such Losses resulted directly from the willful misconduct excepting only orders or gross negligence process of the Escrow Agent. Anything in this Agreement courts of law, and are hereby expressly authorized to the contrary notwithstandingcomply with and obey orders, in no event shall the Escrow Agent be liable for any special, indirect judgments or consequential loss or damage decrees of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).court; and

Appears in 1 contract

Samples: Subscription Agreement

Delivery by Electronic Book. Entry at The Depository Trust Company. If the Investor elects to settle the Securities Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Securities Units being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of February 24October 26, 20142006, by and among the Company, the Placement Agents Agent and Continental Stock Transfer Bxxxx Raysman Mxxxxxxxx Xxxxxx & Trust Company Sxxxxxx LLP (the “Escrow Agent”): JX Xxxxxx Cxxxx 4 THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxx Xxxxxx XxxxxxxxXxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000000000 Swift Code: chasus33 000-000-000 Account Name: Continental Stock Transfer & Trust Co. AAF ClearSign Combustion Corp. Critical Therapeutics, Inc. Account Number: 530-158396 REF: (Investor Name) 009967564480 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of each Investor to the Company upon the satisfaction, in the sole judgment of the RepresentativePlacement Agent, of the conditions set forth in Section 3.3 hereof. The Representative Placement Agent shall have no rights in or to any of the escrowed funds, unless the Representative Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.4 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Representative Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agent, and shall have the right to continue to represent the Placement Agent, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agent by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Appears in 1 contract

Samples: Subscription Agreement (Critical Therapeutics Inc)

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