Deposit of Escrow Property. From time to time on or after December 14, 2009, as the Buyer (or the Buyer’s transfer agent) receives a validly completed letter of transmittal from each Stockholder in the form attached hereto as Exhibit A, (a) the Buyer shall promptly deposit with the Escrow Agent 0.25195378 shares of Buyer Common Stock for each share of Seller Series B Preferred Stock tendered by a Stockholder who represents and warrants in such letter of transmittal that he, she or it is an Accredited Investor (such shares of Buyer Common Stock, together with any shares of stock issued therefrom, the “Escrow Shares” and, together with any non-stock dividends and other distributions therefrom or proceeds thereof received by the Escrow Agent, collectively, the “Share Escrow Property”) in the form of stock certificates registered in the name of “U.S. Bank, National Association as Escrow Agent,” and (b) the Buyer shall promptly deposit with the Escrow Agent an amount of cash equal to $0.5684077 for each share of Seller Series B Preferred Stock tendered by a Stockholder who represents and warrants in such letter of transmittal that he, she or it is not an Accredited Investor (such cash amount, together with any investment income or proceeds received by the Escrow Agent from the investment thereof from time to time pursuant to Section 4 below, collectively, the “Cash Escrow Property”). Schedule A shall be updated as the Buyer deposits Buyer Common Stock or cash pursuant to each letter of transmittal delivered by Stockholders to reflect the appropriate revised interests of the Interested Parties in the Escrow Property (as shall be agreed upon between the Buyer and the Stockholder Representative), and shall indicate the Accredited Investor status of each Stockholder. The Escrow Agent shall hold and administer the Escrow Property subject to the terms of this Agreement. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Share Escrow Property.
Deposit of Escrow Property. On the date hereof, Purchaser has deposited with Escrow Agent, in immediately available funds, the amount of $100,000 (the "Escrow Deposit"), and Escrow Agent hereby acknowledges receipt of the Escrow Deposit and agrees to hold the Escrow Property in an interest bearing account established with Escrow Agent (the "Escrow Account"), and to administer the Escrow Property in accordance with the terms of this Agreement.
Deposit of Escrow Property. AHR has caused to be deposited with ----------------------------- the Escrow Agent 3,196,873 shares of restricted common stock of New Horizon Education, Inc. in connection with the purchase of shares of Common Stock pursuant to that certain Agreement and Plan of Reorganization by and between the Sellers and Purchasers identified therein dated as of the date hereof (the "AGREEMENT"). --------- Upon exercise of a purchase option by AHR, Phase One will deposit with the Escrow Agent 12,867,400 shares of restricted New Horizon Education, Inc. common stock held in the name of Phase One pursuant to that certain Agreement. The Escrow Property consists of the 3,196,873 shares of restricted common stock of New Horizon in the name of AHR and, if the option is exercised, 12,867,400 shares of restricted common stock of New Horizon in the name of Phase One, (the "ESCROW PROPERTY"). ----------------
Deposit of Escrow Property. On June 26, 2012, the Company shall issue the shares of common stock, par value $0.01, of the Company listed on the attached Schedule III (the “Escrow Shares”) in the name of “Embassy & Co.” as nominee for the Escrow Agent, which shares shall be registered on the books of the Transfer Agent, and shall deliver to the Escrow Agent a statement evidencing such issuance, and the Escrow Agent shall hold and administer the Escrow Shares (said Escrow Shares, together with any dividends and other distributions therefrom or proceeds thereof received by the Escrow Agent, collectively, the “Escrow Property”) subject to the terms of this Agreement. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Escrow Property.
Deposit of Escrow Property. Upon the execution hereof by the Parties and Escrow Agent, Parent shall deliver, or cause to be delivered, to the Escrow Account the amount of $10,000,000 (the “Escrow Amount”), in cash by wire transfer of immediately available funds. The Escrow Agent hereby accepts and agrees to hold the Escrow Property (as defined below) in the Escrow Account and to not distribute or release any portion thereof except in accordance with the provisions of this Escrow Agreement.
Deposit of Escrow Property. (a) Simultaneously with the execution and delivery of this Escrow Agreement, Parent, on behalf of the Representative, will transfer $[ ], by wire transfer of immediately available funds, to an account designated by Escrow Agent (the “Initial Escrow Cash”). After the Closing of the transaction contemplated by the Merger Agreement and upon receipt by Parent, Surviving Company or any of their Affiliates of any Terumo TSA Payment, then Parent shall promptly deposit, or cause to be deposited, the amount of each such Terumo TSA Payment into the Escrow Account (such amounts, together with the Initial Escrow Cash the “Escrow Cash”).
(b) Parent shall deliver to the Escrow Agent the Escrow Shares in book-entry form, with such Escrow Shares issued and held by DTC in street name book-entry position under US Bank National Association participant #____ and Agent Bank ID #_____, Escrow Account #______ dated on or as soon as reasonably practicable after the Closing Date.
Deposit of Escrow Property. Each of the Parties agrees and acknowledges that (i) concurrent with the execution and delivery of this Agreement, Chilco shall deliver certificates to the Escrow Agent representing (A) the Shareholder Escrow Shares; (B) the Financing Escrow Shares; and (C) the Rightholder Escrow Shares, respectively, in the amounts set forth beside the Shareholders’, the Principal Shareholders’ and the Rightholders’ names on Schedule A and (ii) thereafter, Chilco shall be authorized and shall deliver to the Escrow Agent for deposit into the Shareholder Escrow, the Principal Escrow or Rightholder Escrow any Shareholder Distribution, Principal Distribution or Rightholder Distribution, as applicable.
Deposit of Escrow Property. (a) On the Closing Date, the Interested Parties shall cause the Escrow Shares to be deposited with the Escrow Agent.
(b) The Escrow Agent agrees to hold the Escrow Property in a non-interest bearing escrow account established with the Escrow Agent (the “Escrow Account”), and to administer the Escrow Property in accordance with the terms of this Agreement
(c) The Parties agree that the depositing of the Escrow Shares with the Escrow Agent is not a transfer of title to such Escrow Shares to the Escrow Agent. Other than as specifically set forth herein, Weather II shall be entitled to exercise all rights inherent in its ownership of the Escrow Shares.
Deposit of Escrow Property. Xxxxx has caused to be deposited with the Escrow Agent 15,000,000 shares of common stock (the "Escrow Property") in connection with the purchase of shares of Common Stock for the purchase of common stock of Trading Xxxxxxxxx.xxx, Inc. ("TSLU") pursuant to that certain Exchange Agreement by and between the Sellers and Purchasers identified therein dated as of the date hereof (the "Exchange Agreement").
Deposit of Escrow Property. Each of the Parities agrees and -------------------------- acknowledges that (i) concurrent with the execution and delivery of this Agreement each of the Principals shall deliver to the Escrow Agent (A) certificates representing that number of Escrowed Shares set forth beside such Principal's name on Schedule A and (B) an executed Stock Power to transfer such ---------- shares to the Company in substantially the form attached hereto as Schedule B, ---------- and (ii) thereafter, Rapidtron shall be authorized and shall deliver to the Escrow Agent for deposit into the Escrow any Distribution.
