Delivery by the Escrow Agent Sample Clauses

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: 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. The Escrow Agent shall hold, deliver and otherwise deal with the Escrowed Property as follows: (a) Upon receipt of a certificate in the form of Exhibit A hereto, signed by Buyer and Sellers, the Escrow Agent promptly shall release and deliver: (i) from the Deposit to an account(s) specified by Sellers, by wire transfer of immediately available funds, the amount specified in such certificate; (ii) the balance of the Deposit to an account specified by Buyer, by wire transfer of immediately available funds; and (iii) the Shares to Buyer. (b) Upon receipt of a certificate in the form of Exhibit B hereto, signed by Sellers, the Escrow Agent promptly shall notify Buyer of its intent to release and deliver the Shares to Sellers and to release and deliver the Deposit to Buyer. If Buyer does not object in writing to Escrow Agent to such intent within five days after receiving notice thereof, the Escrow Agent shall release and deliver (i) the Shares to Sellers, and (ii) the Deposit to an account specified by Buyer, by wire transfer of immediately available funds. (c) Upon receipt of a certificate in the form of Exhibit C hereto, signed by Buyer, the Escrow Agent promptly shall notify Sellers of its intent to release and deliver the Shares to Sellers and to release and deliver the Deposit to Buyer. If Sellers do not object in writing to Escrow Agent to such intent within five days after receiving notice thereof, the
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Delivery by the Escrow Agent. The Escrow Agent shall hold, deliver and otherwise deal with the Escrowed Property as follows: (a) Upon receipt of a certificate in the form of Exhibit A hereto, signed by Buyer and the Company, the Escrow Agent promptly shall release and deliver: (i) from the Deposit to an account(s) of the Depositary specified in such certificate, by wire transfer of immediately available funds, the amount specified in such certificate; and (ii) the balance of the Deposit to an account specified by Buyer, by wire transfer of immediately available funds. (b) Upon receipt of a certificate in the form of Exhibit B hereto, signed by the Company, the Escrow Agent promptly shall notify Buyer of its intent to release and deliver the Deposit to Buyer. If Buyer does not object in writing to Escrow Agent to such intent within five days after receiving notice thereof, the Escrow Agent shall release and deliver the Deposit to an account specified by Buyer, by wire transfer of immediately available funds. (c) Upon receipt of a certificate in the form of Exhibit C hereto, signed by Buyer, the Escrow Agent promptly shall notify the Company of its intent to release and deliver the Deposit to Buyer. If the Company does not object in writing to Escrow Agent to such intent within five days after receiving notice thereof, the Escrow Agent shall release and deliver the Deposit to an account specified by Buyer, by wire transfer of immediately available funds. (d) If any party makes a timely objection to the release and delivery of the Escrowed Property (or portion thereof), the Escrow Agent shall continue to hold the Escrowed Property in its possession until directed to disburse the same in accordance with (i) the joint written instructions of Buyer and the Company, or (ii) a final unappealable judgment of a court of competent jurisdiction. In lieu of the foregoing, the Escrow Agent may deposit the disputed Escrowed Property with a court of competent jurisdiction and commence an action of interpleader between the parties in dispute. (e) At the time of release and delivery by the Escrow Agent of all the Escrowed Property in accordance with this Section 2, the Escrow Agent shall be released from all further liability under this Agreement with respect to the Escrowed Property or otherwise.
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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.
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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.
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Related to Delivery by the Escrow Agent

  • Acceptance by Escrow Agent The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that: (a) The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated by Underwriter or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of the Company and Underwriter are stated in Schedule II, which is attached hereto and made a part hereof. The Company and Underwriter may each remove or add one or more of its authorized signers stated on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories. (b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. (c) Underwriter and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless caused by the Escrow Agent’s gross negligence or willful misconduct. (d) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (e) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected and are available for withdrawal.

  • Delivery by Seller At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.

  • Delivery to Escrow Agent You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent: (a) a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the depositary, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination; and (b) any other information concerning the business combination as the Escrow Agent may reasonably request.

  • Delivery by the Company At the Closing, the Company shall register the Shares in the name of the Employee. Certificates relating to the Shares shall be held by the Secretary of the Company or his designee on behalf of the Employee.

  • 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. a. The Company hereby acknowledges that the Escrow Agent is counsel to the Investor(s) in connection with the transactions contemplated and referred herein. The Company agrees that in the event of any dispute arising in connection with this Escrow Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Investor(s) and the Company will not seek to disqualify such counsel.

  • 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.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Delivery by Buyer At the Closing, Buyer shall deliver to Seller a certificate representing the EYEQ Shares.

  • 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: [Name, address, contact person, fax number]

  • Concerning the Escrow Agent 6.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. 6.2. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner, and execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the safekeeping of such certificates, monies, instruments, or other document received by it as such escrow holder, and for the disposition of the same in accordance with the written instruments accepted by it in the escrow. 6.3. Pledgee and the Pledgor hereby agree, to defend and indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits, or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including attorneys' fees and costs of defending any action, suit, or proceeding or resisting any claim (and any costs incurred by the Escrow Agent pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a lien on all property deposited hereunder, for indemnification of attorneys' fees and court costs regarding any suit, proceeding or otherwise, or any other expenses, fees, or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between the makers of this escrow as to the correct interpretation of this Agreement and instructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold said property until and unless said additional expenses, fees, and charges shall be fully paid. Any fees and costs charged by the Escrow Agent for serving hereunder shall be paid by the Pledgor. 6.4. If any of the parties shall be in disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, at its sole discretion deposit the Pledged Materials with the Clerk of the United States District Court of New Jersey, sitting in Newark, New Jersey, and, upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully cease and terminate. The Escrow Agent shall be indemnified by the Pledgor, the Company and Pledgee for all costs, including reasonable attorneys' fees in connection with the aforesaid proceeding, and shall be fully protected in suspending all or a part of its activities under this Agreement until a final decision or other settlement in the proceeding is received. 6.5. The Escrow Agent may consult with counsel of its own choice (and the costs of such counsel shall be paid by the Pledgor and Pledgee) and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall not be liable for any mistakes of fact or error of judgment, or for any actions or omissions of any kind, unless caused by its willful misconduct or gross negligence. 6.6. The Escrow Agent may resign upon ten (10) days' written notice to the parties in this Agreement. If a successor Escrow Agent is not appointed within this ten (10) day period, the Escrow Agent may petition a court of competent jurisdiction to name a successor.

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