Delivery by the Escrow Agent Sample Clauses

Delivery by the Escrow Agent. The Escrow Agent shall hold, deliver and otherwise deal with the Escrowed Property as follows:
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Delivery by the Escrow Agent. Subject to the other terms of the Plan, the Award Agreement and this Escrow Agreement, the Executive shall become entitled to redelivery of the Shares in accordance with the following schedule: On or After This Date The Executive shall be Entitled to the Following Number of Shares October 1, 2003 33,333 October 1, 2004 33,333 October 1, 2005 33,334 The Executive acknowledges and agrees that if the Executive forfeits any shares under the Award Agreement, then all such forfeited Shares shall be returned to the Corporation and all rights of the Executive with respect to those Shares shall cease. The Escrow Agent shall deliver the certificates for the Shares to the Executive or to the Corporation in accordance with the written instructions of the Committee (as defined in the Plan) or an officer of the Corporation responsible for human resources matters (but in no event the Executive). Such instructions shall be issued in accordance with the provisions of the Plan, the Award Agreement and this Agreement. The Escrow Agent shall not be responsible for the propriety of any such instruction and will be fully protected in making or omitting to make any delivery in accordance with such instructions.
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Delivery by the Escrow Agent a. Upon receipt by the Escrow Agent of a written notice from the Company that the Participant has fully satisfied the terms and provisions of the Plan and/or the Stock Purchase Agreement including, without limitation, the restrictions and representations incorporated in the Stock Purchase Agreement, or that the Participant is otherwise entitled to receive some or all of the Restricted Stock, the Escrow Agent shall deliver some or all of the Restricted Stock, as so directed, to the Participant. The Company shall simultaneously provide a copy of such notice to the Participant. b. Upon receipt by the Escrow Agent of a written notice from the Company together with an affidavit of an officer of the Company stating that the Participant has not fully satisfied the terms and provisions of the Plan and/or the Stock Purchase Agreement including, without limitation, the restrictions and representations incorporated in the Stock Purchase Agreement, the Escrow Agent shall deliver the Restricted Stock to the Company. The Company shall simultaneously provide a copy of such notice to the Participant. Upon receipt of the Restricted Stock, the Company shall make any required payment to Participant in respect of the Repurchase Price. c. In acting pursuant to the provisions of either subparagraphs a. or b. above, the Escrow Agent shall be entitled to rely fully upon the notice and/or the notice and affidavit received by it and the Escrow Agent shall not be required under any circumstances to make any further or additional inquiries or investigations before acting in accordance with the provisions of this paragraph. d. Upon acting in accordance with the provisions of this paragraph, the Escrow Agent shall be automatically relieved and released of all liability hereunder, except for its fraud or willful misconduct.
Sample 1
Delivery by the Escrow Agent. Subject to the other terms of the Award Agreement and this Escrow Agreement, the Executive shall become entitled to redelivery of the Shares in accordance with the following schedule: The Executive Shall be On or After Entitled to the Following This Date Number of Shares --------- ---------------- May 30, 2002 15,244 May 30, 2003 15,244 May 30, 2004 15,244 May 30, 2005 15,244 May 30, 2006 15,244 Executive acknowledges and agrees that if the Executive forfeits any shares under the Award Agreement), then all such Shares shall be returned to the Corporation and all rights of the Executive with respect to those Shares shall cease. The Escrow Agent shall deliver the certificates for the Shares to the Executive or to the Corporation in accordance with the written instructions of the officer of the Corporation responsible for human resources matters (but in no event the Executive). Such instructions shall be issued in accordance with the provisions of the Award Agreement and this Agreement. The Escrow Agent shall not be responsible for the propriety of any such instruction and will be fully protected in making or omitting to make any delivery in accordance with such instructions.
Sample 1

Related to Delivery by the Escrow Agent

  • Deliveries to the Escrow Agent (a) Concurrently with the execution and delivery of this Agreement, the Holder is delivering the Debentures and the Class B Warrants to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of the Outstanding Securities.

  • Acceptance by Escrow Agent The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:

  • Delivery by Seller At or before the Closing, Seller shall deliver to Buyer the following:

  • Delivery by the Company At the Closing, the Company shall register the Shares in the name of the Employee. If the Shares are certificated, any certificates relating to the Shares shall be held by the Secretary of the Company or his or her designee on behalf of the Employee.

  • Resignation of the Escrow Agent The Escrow Agent is permitted to resign and be discharged from the performance of the Escrow Agent’s duties under this Escrow Agreement at any time by giving thirty (30) calendar days prior written notice to Parent and the Securityholder Representative specifying a date when such resignation will take effect. Upon any such notice of resignation, Parent and the Securityholder Representative jointly shall appoint a successor Escrow Agent under this Escrow Agreement prior to the effective date of such resignation. If Parent and the Securityholder Representative fail to appoint a successor Escrow Agent within such time, the Escrow Agent will be permitted to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and Parent and the Securityholder Representative shall, jointly and severally, pay all costs and expenses (including, without limitation, reasonable attorneys’ fees) related to such petition. The resigning Escrow Agent shall transmit all records pertaining to the Escrow Fund and shall transfer all of the Escrow Fund to the successor Escrow Agent, after making copies of such records as the resigning Escrow Agent deems advisable and after deduction and payment to the resigning Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, incurred by, or expected in good faith to be incurred by the resigning Escrow Agent in connection with the performance of the resigning Escrow Agent’s duties and the exercise of the resigning Escrow Agent’s rights under this Escrow Agreement. After any resigning Escrow Agent’s resignation, the provisions of this Escrow Agreement will inure to such resigning Escrow Agent’s benefit as to any actions taken or omitted to be taken by such resigning Escrow Agent while such resigning Escrow Agent was serving as the Escrow Agent under this Escrow Agreement.

  • Termination of the Escrow Agreement This Agreement, except for Sections 7 and 11 hereof, which shall continue in effect, shall terminate upon written notice from the Company to the Escrow Agent. Unless otherwise provided, final termination of this Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account or (b) to a successor escrow agent upon written instructions from the Company.

  • Appointment of and Acceptance by Escrow Agent The Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement.

  • Appointment of the Escrow Agent The Escrow Agent is hereby designated and appointed to act as escrow agent in accordance with the terms and conditions of this Agreement, and the Escrow Agent hereby accepts such designation and appointment.

  • Delivery by Buyer At or before the Closing, Buyer shall deliver to Seller the following:

  • Notice to Escrow Agent Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: Equity Transfer & Trust Company 000 Xxxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX X0X 0X0 Attention: Fax Number: (000) 000-0000

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