Deposit to Escrow Sample Clauses

Deposit to Escrow. At the Effective Time, NFP shall deposit the number of shares of NFP Common Stock comprising the Escrowed Shares and the Escrowed Cash (collectively, the “Escrow Amount”) with the Escrow Agent into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement substantially in the form of Exhibit D hereto (the “Escrow Agreement”) to provide for the payments to NFP of any amounts that become due to NFP under Section 8.1(a) of this Agreement. The Bank of New York shall serve as the escrow agent (the “Escrow Agent”) for the Escrow Agreement.
Sample 1
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Deposit to Escrow. At the Closing, ten percent (10%) of the Merger Consideration consisting of shares of Patriot Common Stock (valued as provided in Section 2.1 above) (the “Escrow Merger Consideration”) shall be paid by Patriot to the Escrow Agent, for deposit into the Escrow Account, as set forth in Section 2.5.
Sample 1
Deposit to Escrow. 8 1.13 APPLICATION OF FUNDS.................................................................................8 1.14 NO FURTHER RIGHTS OR TRANSFERS.......................................................................8 ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................................................9
Sample 1
Deposit to Escrow. At the Effective Time, Parent shall cause the Escrow Funds to be deposited with an escrow agent reasonably acceptable to Parent and the Selling Parties' Representative (the "ESCROW AGENT") under an Escrow Agreement substantially in the form attached hereto as EXHIBIT C, but including such changes as may be requested by the Escrow Agent relating to the Escrow Agent's obligations, liabilities and responsibilities (the "ESCROW AGREEMENT").
Sample 1
Deposit to Escrow. On the Closing Date, the Minimum Group I Merger Consideration, the Group II Merger Consideration and the Group III Merger Consideration shall be deposited by ASM with the Escrow Agent to be distributed pursuant to the terms of the Escrow Agreement. After the Closing Date, ASM shall deposit additional shares of Group I Merger Consideration into the Escrow in excess of the Minimum Group I Merger Consideration as and when necessary in order to provide sufficient Group I Merger Consideration for the distributions of Group I Merger Consideration described in Section 2.8 hereof. Pursuant to the Escrow Agreement, the Escrow Agent shall distribute the Merger Consideration as follows: (a) the Group I Merger Consideration shall be distributed in accordance with Section 2.8 hereof to each Group I Stockholder, subject to the Indemnity Escrow; (b) the Group II Merger Consideration shall be distributed to each Stockholder entitled to receive Group II Merger Consideration on the Closing Date, and (c) the Group III Merger Consideration shall be distributed to each Stockholder entitled to receive Group III Merger Consideration on the Closing Date, all based upon their respective ownership of shares of Common Stock or shares of each series of Preferred Stock immediately prior to the Effective Time of Merger. As a condition to receiving any Merger Consideration, each Stockholder holding Common Stock or Preferred Stock shall surrender, along with a duly completed and executed letter of transmittal in the form attached to the Escrow Agreement, each share certificate evidencing a share or shares of the Common Stock or Preferred Stock to the Escrow Agent who shall cause such certificates to be marked “CANCELLED,” On the Closing Date, ASM and NuTool shall jointly prepare a Schedule 2.5 detailing the following calculations: the Per Share Group I Merger Consideration, the Per Share Group II Merger Consideration (Series A), the Per Share Group II Merger Consideration (Series B), the Per Share Group II Merger Consideration (Series C), the Per Share Group II Merger Consideration (Series D), and the Per Share Group III Merger Consideration. In the event of any conflict between such Schedule 2.5 and the terms of this Agreement, the terms of this Agreement shall govern.
Sample 1
Deposit to Escrow. (i) Simultaneously with the execution of this Agreement, the Purchaser Parent has deposited with the Escrow Agent certificates evidencing an aggregate number of 32,700 Purchaser Parent Shares together with a blank stock power duly executed by the Company (the "PURCHASER PARENT SHARES ESCROW") pursuant to Section 2.2 of the Asset Purchase Agreement, and (ii) in accordance with Section 11.5 of the Asset Purchase Agreement, (x) the Company Parent shall deposit with the Escrow Agent certificates evidencing the Company Parent Shares, and (y) the Purchaser shall deliver an assignment separate from certificate with respect to the Company Parent Shares (collectively, the Purchaser Parent Shares and the Company Parent Shares shall be referred to herein as the "SHARES ESCROW" or the "ESCROW FUND"). The Escrow Agent hereby acknowledges receipt of the Purchaser Parent Shares of the Escrow Fund. The Escrow Fund shall not be subject to any lien, attachment, trustee, process or any other judicial process of any creditor of any party hereto, as well as, the Escrow Agent. The Escrow Agent agrees to hold the Escrow Fund in escrow subject to the terms and conditions of this Agreement.
Sample 1
Deposit to Escrow. As security for any and all relevant claims made, each Covenantor agrees that:
Sample 1
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Deposit to Escrow. At the Closing, 330,203 shares of Common Stock (the "Escrow Stock Consideration") of the shares of Common Stock to be issued to the Polexis Principal Stockholders as part of the Units which constitute the Stock Consideration shall be paid by SYS to the Escrow Agent, for deposit into the Escrow Account, as set forth in Section 2.5. The allocation of such shares among the Polexis Principal Stockholders shall be as set forth on Schedule 1.
Sample 1
Deposit to Escrow 
Sample 1

Related to Deposit to Escrow

  • Deposit to the Trust Account The Sponsor (at least one business day prior to the date of effectiveness of the Registration Statement or the Option Closing Date, as applicable) shall have caused the purchase price for the Private Placement Warrants to be deposited into the Trust Account so that together with the net proceeds for the Firm Securities (including the Deferred Discount), or with respect to the Optional Securities, the net proceeds from the Optional Securities (including the Deferred Discount), the Trust Account would equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus. Notwithstanding the foregoing, in no event will the Company take any action that would result in the Company receiving proceeds from the sale of the Private Placement Warrants in excess of the sum of: (i) the amount required to satisfy the obligation in the immediately preceding sentence; (ii) the amount of the discount from the public offering price represented by the Purchase Price set forth in the last sentence of Section 2(a) of this Agreement and (iii) the amount of money to be held by the Company outside of the Trust Account, as disclosed in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus.

  • 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

  • Escrow of Funds Pursuant to the Escrow Agreement, a copy of which is attached hereto as Exhibit "A" (the "Escrow Agreement"), executed by the Company, the Agent and the escrow agent (the "Escrow Agent"), the subscribers shall place all funds for purchase of Securities for each Closing in an escrow account. The Company shall have the right to approve or object the subscriptions of each subscriber, as described in the Subscription Agreement prior to each closing. At such time as subscribers, subscribing for at least $100,000 of Securities, have delivered to the Escrow Agent their signed subscription documents, those subscribers have been approved by the Company, and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the subscribers (the "Initial Closing"). In the event that the Initial Closing shall be for an amount of Securities less than $700,000, the Offering may be continued, and additional Closings may be held (each a "Subsequent Closing") throughout the Offering Period. In addition, the Agent shall have the right to act as agent for the sale of additional Debentures or Securities as set forth in Section 5 herein.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • No Escrow The proceeds of this offering will not be placed into an escrow account. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

  • Deposit of Escrow Funds Escrow Holder acknowledges the receipt from Seller of _________________ Thousand and No/100 Dollars ($____________.00) (the “Escrow Funds”). The Escrow Funds are the property of Guarantor subject to the terms of this Agreement. Escrow Holder shall disburse the Escrow Funds in strict accordance with the terms of this Agreement.

  • Escrow Deposits All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related Non-Serviced Trust).

  • Escrow Account The Master Servicer may, from time to time, withdraw from the Escrow Account for the following purposes:

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

  • Deposit of Escrow Fund The Escrow Agent shall establish an account in the name of Mercantile Absolute Return Fund LLC, Escrow Account for the Benefit of Members (the "Subscription Account") and an account in the name of Mercantile Absolute Return Fund LLC Repurchase Account (the "Repurchase Account") and together with the Subscription Account, (the "Accounts"). The Escrow Agent shall promptly deposit in the Subscription Account checks remitted by Potential Members and made payable to the Company. Potential Members also may deposit monies in the Subscription Account by wire transfer pursuant to instructions provided to them by the Company. Balances on deposit in the Subscription Account will earn interest at prevailing market rates pursuant to arrangements approved by the Company.

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