Deposit of Escrow Assets. Promptly after Closing and in accordance with the terms of the Underlying Agreement, Buyer Parent will cause the transfer of the Indemnity Holdback Shares in the amount set forth on Schedule A to the Escrow Agent, and the Escrow Agent shall deposit the Indemnity Holdback Shares in the Indemnity Escrow Account.
Deposit of Escrow Assets. At least 24 hours prior to the effective time of the Registration Statement, the Sponsor shall deliver or cause an affiliate to deliver to the Escrow Agent the Escrow Assets. The Escrow Assets will be held and deposited by the Escrow Agent in an interest bearing account at X.X. Xxxxxx Xxxxx Bank, N.A., maintained by the Escrow Agent (the “Escrow Account”). The Escrow Assets shall only be disbursed in accordance with the terms and conditions of this Agreement. If at any time after the date hereof the underwriters exercise their over-allotment option in the IPO in part or in full, on the closing date for the sale of units to the underwriters upon such exercise, the Sponsor shall increase the Escrow Assets held by the Escrow Agent by an aggregate amount equal to an additional $0.50 for each unit exercised by the underwriters pursuant to the over-allotment option.
Deposit of Escrow Assets. At least 24 hours prior to the effective time of the Registration Statement, the Sponsor shall deliver or cause an affiliate to deliver to the Escrow Agent the Escrow Assets. If the Escrow Assets include cash, such cash will be held and deposited by Escrow Agent in an interest bearing account at X.X. Xxxxxx Xxxxx Bank N.A., maintained by the Escrow Agent. The Escrow Assets shall only be disbursed (or in the case of any standby letter of credit, drawn upon and disbursed) in accordance with the terms and conditions of this Agreement. At any time, the Sponsor may or cause an affiliate to substitute cash for a standby letter of credit, or a standby letter of credit from a financially capable bank in good standing for cash, or any combination thereof, provided the aggregate amount satisfies the Escrow Assets requirement hereunder. If at any time after the date hereof the underwriters exercise their overallotment option in the IPO in part or in full, on the closing date for the sale of units to the underwriters upon such exercise, the Sponsor shall increase the Escrow Assets held by the Escrow Agent by an aggregate amount equal to an additional $0.50 for each unit exercised by the underwriters pursuant to the overallotment option.
Deposit of Escrow Assets. Promptly after Closing and in accordance with the terms of the Underlying Agreement, Issuer will cause the transfer of the Escrow Assets in the amount set forth on Schedule A hereto to the Escrow Agent, and the Escrow Agent shall deposit the Escrow Assets in segregated account(s) of the Escrow Agent. To the extent Issuer transfers additional assets to the Escrow Agent’s account as referenced on S chedule A hereto, the Escrow Agent shall amend Schedule A hereto and provide such amended S chedule A to Issuer.
Deposit of Escrow Assets. Simultaneously with the execution of this Agreement, Buyer shall deposit with Escrow Agent the sum of Five Hundred Thousand and No/100 ($500,000.00) Dollars by wire transfer of immediately available funds (the "Escrow Fund"). The Escrow Agent shall hold the Escrow Fund in accordance with the terms of this Agreement in one escrow account. The Escrow Fund shall serve as a method of discharging any Claims (as defined below) of Buyer made prior to or on the date one year following the date hereof (such period referred to herein as the "Escrow Period").
Deposit of Escrow Assets. On the date of the closing of the transactions ------------------------ contemplated by the Merger Agreement (written notification of said date to be delivered to the Escrow Agent by Buyer) (the "Closing Date"), each Stockholder will be deemed to have received and then deposited with the Escrow Agent 2,500,000 shares in the aggregate of Buyer Common Stock issued to the Stockholders pursuant to Section 2.8 of the Merger Agreement, without any act of the Stockholders; provided, however, that each -------- ------- Stockholder shall have the option, upon notice to Buyer 3 days prior to the Closing, to deposit cash with the Escrow Agent in lieu of the deposit of Buyer Common Stock (for an amount in cash equal to such Buyer Common Stock, at a value of $2.00 per share of Buyer Common Stock). Such shares will be registered in the name of the Stockholders with attached stock powers executed in blank, and will be deposited with the Escrow Agent. Such total deposit and any cash deposited with the Escrow Agent by any of the Stockholders in exchange for the release of Buyer Common Stock shall constitute the escrow assets (the "Escrow Assets"). At any time during which the Escrow Agent holds any Buyer Common Stock of any of the Stockholders, each such Stockholder shall have the option, upon notice to the Escrow Agent and Buyer 3 days prior to the delivery of cash to the Escrow Agent, to deposit cash with the Escrow Agent in exchange for all or a part of such Stockholder's Buyer Common Stock, at which time the Escrow Agent shall release Buyer Common Stock to such Stockholder. For purposes of determining the number of shares of Buyer Common Stock to be released to any Stockholder that deposits cash with the Escrow Agent in exchange for the release of all or a part of such Stockholder's Buyer Common Stock, the value of each share of Buyer Common Stock shall be $2.00, subject to adjustment pursuant to Section 7. Any cash received by the Escrow Agent for release of all or a part of such Stockholder's Buyer Common Stock shall become a part of the Escrow Assets.
Deposit of Escrow Assets. (a) Promptly after Closing and in accordance with the terms of the Underlying Agreement, Buyer Parent will cause, on behalf of Seller, the transfer of (a) the Indemnity Holdback Shares in the amount set forth on Schedule A to the Escrow Agent, and the Escrow Agent shall deposit the Indemnity Holdback Shares in the Indemnity Escrow Account and (b) the Defect Escrow Shares in the amount set forth on Schedule B to the Escrow Agent, and the Escrow Agent shall deposit the Defect Escrow Shares in the Defect Escrow Account. The Indemnity Escrow Account and the Defect Escrow Account shall be segregated accounts of the Escrow Agent. Notwithstanding anything to the contrary herein, the Parties and the Escrow Agent acknowledge and agree that (x) the Indemnity Escrow Account and the Defect Escrow account shall be treated strictly as separate accounts and (y) in no event shall claims with respect to (i) the Indemnity Holdback Shares be satisfied with Defect Escrow Shares deposited in the Defect Escrow Account and (ii) the Defect Escrow Shares be satisfied with Indemnity Holdback Shares deposited in the Indemnity Escrow Account.
Deposit of Escrow Assets. A total of $3,500,000 by wire transfer in immediately available funds (the "ESCROW FUND") is hereby delivered and deposited with the Escrow Agent. The Escrow Agent shall hold the Escrow Fund in accordance with the terms of this Escrow Agreement in two escrow accounts, one of which shall initially contain $500,000 (the "WORKING CAPITAL ESCROW ACCOUNT") and the other shall initially contain $3,000,000 (the "WORKING CAPITAL AND CLAIMS ESCROW ACCOUNT" and together with the Working Capital Escrow Account, the "ESCROW ACCOUNTS"). The Escrow Fund shall serve as a method of discharging any Claims (as defined below) of Buyer made prior to the date one year following the Closing Date (such period referred to herein as the "ESCROW PERIOD") and for any payment required to be made to Buyer pursuant to Section 1.5 of the Stock Purchase Agreement.
Deposit of Escrow Assets. A total of $__________ by wire transfer in immediately available funds (the "ESCROW FUNDS") is hereby delivered and deposited with the Escrow Agent, the receipt of which is hereby acknowledged by the Escrow Agent. The Escrow Agent shall hold $__________ of such funds in one account (the "Escrow Account") and $__________ of such funds in a separate account (the "Glendale Escrow Account") in accordance with the terms of this Escrow Agreement.
Deposit of Escrow Assets. As soon as practicable following the execution of this Agreement and the Separation Agreement, Company and Executive will cause the transfer of the Escrow Assets to Escrow Agent, and Escrow Agent shall deposit the Escrow Assets in a segregated account of Escrow Agent.
