Delivery of Escrow Documents. (a) If, on or before the date on which the Escrow Agent shall have received the Rescission Notice set forth in Section 3(b) hereto, the conditions set forth in Section 2 shall have been satisfied and the Escrow Agent shall have received a notice thereof from the Company, with a copy sent to the Holder in accordance with Section 11(a), then the Escrow Agent shall deliver the Exchange Securities to the Holder and the Outstanding Securities to the Company, all in accordance with Section 11(a). The date of such delivery is referred to herein as the “Closing Date”.
(b) If either (x) on or after June 30, 2009, the Escrow Agent shall have received a notice from the Holder, with a copy thereof to the Company, to the effect that it has not received a copy of the notice provided for Section 3(a) and desires to rescind the exchange of the Outstanding Securities for the Exchange Securities (a “Rescission Notice”), or (y) the Closing Date does not occur before October 1, 2009, then the Escrow Agent shall deliver the Outstanding Securities to the Holder and the Exchange Securities to the Company.
Delivery of Escrow Documents. 2.01 The Escrow Holder will hold the Escrow Documents in escrow and undelivered and will deliver the Escrow Documents upon the following:
(a) Uniontown will deliver to the Escrow Holder a Statutory Declaration signed by its Chief Executive Officer, Xx. XXXXXX XXXXXXXXX, stating that Uniontown has performed the acts, required in order for the Escrow Documents to be released to Uniontown pursuant to the terms and conditions of the Exploration Agreement (the “Performance”) in the form attached hereto as Schedule “A”;
(b) The Escrow Holder then will forward forthwith such Statutory Declaration to Longshot;
(c) Longshot within 5 business days will deliver a Statutory Declaration in the form attached hereto as Schedule “B” to the Escrow Holder attesting to the following:
(i) The Performance by Uniontown is satisfactory to Longshot and the Escrow Agent shall release the Escrow Documents; or
(ii) The Performance of Uniontown is not satisfactory to Longshot and the Escrow Agent shall not release the Escrow Documents;
(d) In the event Longshot is not responding within 10 business days, the Escrow Holder will release the Escrow Documents to Uniontown.
Delivery of Escrow Documents. Any delivery of the Escrow Documents by the Escrow Agent shall be deemed to be duly effected if they are delivered by hand to: If to the Pledgor: VelaTel Global Communications, Inc. 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxx Xxxxx, CA 92130 USA If to the Pledgee: [●]
Delivery of Escrow Documents. Glamis, Raleigh and MSX hereby deliver to Escrow Agent with this letter the documents described in this Section 2.1, which documents (the "Escrow Documents") shall be held and distributed in accordance with the instructions contained in Section 2.2.
(a) Glamis hereby delivers to Escrow Agent the Shares, along with duly executed stock powers or endorsements necessary to properly transfer the Shares from Glamis to Raleigh under the laws of Mexico.
(b) Raleigh hereby delivers to Escrow Agent a Promissory Note executed by an authorized officer of Raleigh, as Maker, to Glamis, as Holder, in the amount Sixteen Million Dollars (US$16,000,000);
(c) MSX hereby delivers to Escrow Agent a Royalty Deed executed by an authorized officer of MSX, conveying to Glamis the Net Smelter Production Royalty; and
(d) Glamis, Raleigh and MSX hereby deliver to the Escrow Agent duplicate originals of an Amended and Restated Shareholders Agreement, duly executed by an authorized officer of each of Glamis and Raleigh and MSX.
Delivery of Escrow Documents. The Escrow Agent shall deliver the Buyers' Documents and the Sellers' Documents (collectively, the "Escrow Documents") as follows:
(i) If the Escrow Agent receives, on or before 12:00 p.m. on the Funding Date, confirmation, either oral or written, by a duly authorized representative of the Buyer's bank ("Buyer's Bank") of a wire transfer, of the full amount of the Cash Consideration (less the Funding Deposit) (as such term is defined in the Stock Purchase Agreement), together with a Fed Wire confirmation number and ABA routing number, for credit to the accounts of Sellers, then the Escrow Agent shall promptly deliver to Buyers the Funding Deposit and the Sellers' Documents listed in Paragraph 2.a, above and shall promptly deliver to Sellers the Buyers' Documents listed in Paragraph 2.b, above.
(ii) If the Escrow Agent fails to receive, on or before 12:00 p.m. on the Funding Date, confirmation described in Paragraph 3.b.
(i) then the Escrow Agent shall:
Delivery of Escrow Documents. (a) Simultaneously with the execution of this Agreement, the Pledgors shall transfer to the Escrow Agent the Escrow Documents which comprise of the following documents: (i) all share certificates representing the Shares; (ii) undated blank instrument of transfer in respect of the Shares duly executed by each of Pledgors, in the form set out in Appendices "X0", "X0", "X0" and "A4" hereto; (iii) undated blank resolution of the board of directors of the Company approving of the transfer of shares, in the form set out in Appendix "B" hereto; (iv) an irrevocable proxy and power of attorney from each of the Pledgors, in the form set out in Appendices "C1", "C2", "C3" and"C4"hereto; (v) undated, duly signed letters of resignation from each of the Directors appointed by the Pledgors and the Secretary of the Company, in the form set out in Appendix "D" hereto; (vi) a letter of authority and undertaking from each of the Directors appointed by the Pledgors and the Secretary of the Company, in the form set out in Appendix "E" hereto; (vii) a waiver letter signed by each shareholder of the Company, other than the Pledge, in the form set out in Appendix F;
(b) In the time between the date of the execution of this Agreement and until expiry of the Security Period (as this is defined in the Share Pledge), each of the Pledgors irrevocably and unconditionally covenant with the Pledgee that: (i) Pledgor 1 shall procure that there shall be no change in the director of the Company appointed by Pledgor 1 without the prior consent in writing of the Pledgee. In the event of a change in and/or resignation of the director of the Company appointed by Pledgor 1, Pledgor 1 shall within two (2) Business Days from the date it receives a notice of such a change to procure to deliver to the Escrow Agent updated versions of the documents in the form attached herewith as Appendices B, D and E, duly executed by the new director of the Company appointed by Pledgor 1; and (ii) each of the Pledgors shall procure that in the event of a new shareholder subscribing to shares in the Company, then each of the Pledgors shall within two (2) Business Days from the date they receive a notice of such a change to procure to deliver to the Escrow Agent a waiver letter by this new shareholder in the form attached herewith as Appendix F.
(c) If at any time between the date of the execution of this Agreement and until the expiry of the Security Period, any Further Shares are issued to the Pledgors, then each ...
Delivery of Escrow Documents. Simultaneously with the execution of this Agreement, the Pledgor shall transfer to the Escrow Agent the Escrow Documents No. 1 which comprise of the following documents: All share certificates representing approximately 24% of the issued Common Shares of the Company (i.e. 15,630 ordinary shares) (the “Shares No. 1”);
Delivery of Escrow Documents. All of the Escrow Documents shall be signed by the applicable Transaction Party or Transaction Parties, and the other parties thereto, as applicable, with the number of copies specified in the Closing Agenda, left undated, and delivered in escrow to Xxxxxxx on or before March -, 2000 (or such other time as may be agreed upon between the Transaction Parties), to be held in escrow pursuant to the terms of this Agreement. The Escrow Documents shall not be considered to have been delivered unless and until Xxxxxxx has sent the Escrow Release Notice in accordance with Section 2.3. With the consent of Mi-Tech and Xxxxxxx (such consent not to be unreasonably withheld or delayed), the Corporation may from time to time replace an Escrow Document delivered by it and, with the consent of the Corporation not to be unreasonably withheld, Mi-Tech and Xxxxxxx may from time to time replace an Escrow Document delivered by either of them (by way of an example only, such a replacement might be necessary if a representation in the Share Exchange Agreement was no longer accurate, and an amendment to a bring down certificate was required as a result).
Delivery of Escrow Documents. (a) The Escrow Agent shall hold Purchaser and Company Escrow Items in its possession until either (i) it receives written notification from all parties to the Agreement to deliver Purchaser and Company Escrow Items to the appropriate parties; or (ii) all of the terms and conditions of a certain Stock Purchase Agreement by and between Company and Purchaser, dated the 13th day of July, 1995 have been satisfied.
(b) Notwithstanding anything to the contrary contained herein, the Escrow Agent is hereby authorized and directed to pay out of the escrowed cash, at closing of the merger, the minimum fee of One Hundred Fifty Thousand Dollars ($150,000.00) to Jeffxxxxx & Xompany, Inc. pursuant to Subparagraph (i) of Article VI of the Agreement and the payment due and payable to Davix X. Xxxt from Company of One Hundred Fifty Thousand Dollars ($150,000.00) with the balance of the escrowed funds thereafter to be released to Company.
Delivery of Escrow Documents. The parties hereto hereby acknowledge and agree that, on or before the Escrow Closing Date, the Buyer/Borrower, Seller, Administrative Agent, Servicer and Guarantors (as applicable) have executed and delivered the Purchase Agreement, the Loan Agreement and the additional Sale Documents and Loan Documents described on Exhibit A hereto (each dated as of the Escrow Closing Date, collectively, the “Escrow Documents”) to the Seller to be held in escrow pursuant to the terms hereof, and that, in consideration of the mutual promises and covenants contained herein, Seller shall hold the Escrow Documents in escrow and release the Escrow Documents from escrow in accordance with and subject to the terms and conditions
