Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after:
(a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met:
(1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that:
(i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations;
(ii) Discloses the results of the initial offering, including but not limited to:
(A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and
(B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and
(iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement.
(2) The terms of the offering provided, and the Company satisfied, the following conditions:
(i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto;
(ii) Each purchaser shall have no fewer than 20 busi...
Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after:
(A) The Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met:
(1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to nonaffiliated for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that:
(i) Discloses the information specified by the SB_2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations;
(ii) Discloses the results of the initial offering, including but not limited to:
(a) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and
(b) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and
(iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement.
(2) The terms of the offering provided, and the Company satisfied, the following conditions:
(i) Within five business days after the effective date of the post-effective amendment(s), the Company shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto;
(ii) Each purchaser shall have no fewer than 20 busin...
Disbursement from the Escrow Account. Upon obtaining the occurrence of the events set forth in Paragraph above this escrow will terminate and 10% of the proceeds on deposit shall be delivered to or on behalf of the Company as directed by the company's counsel or designated principal officer. In no event shall the Escrow Agent release to the Company funds held in Escrow until $ 20,000 in collected funds are in Escrow. For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent which have cleared normal banking channels and are in the form of cash.
Disbursement from the Escrow Account. (a) At any time, and from time to time prior to the Termination Date, a Purchaser may deliver to the Escrow Agent written notice (a "NOTICE OF PAYMENT," to be in the form annexed as EXHIBIT C) that it has elected to have, all or any portion of, its Promissory Note repaid from the Cash Collateral in lieu of converting the Promissory Note into shares of the Company's Common Stock (such Purchaser, a "NOTIFYING PURCHASER"). If the Purchaser shall elect to have the entire unpaid amount of the Promissory Note repaid, the original Promissory Note shall accompany such Notice of Payment. The Notice of Payment shall be delivered by the Notifying Purchaser to the Escrow Agent by 5:00 p.m. New York time. The Escrow Agent shall send the Notice of Payment to the Company by the end of the next business day accompanied by the original Promissory Note, if applicable. The Notice of Payment shall specify the dollar amount to be released by the Escrow Agent. The Company shall have two (2) business days from the transmission of the Notice of Payment by the Escrow Agent to object in writing to the dollar amount to be released (a "NOTICE OF OBJECTION"). A Notice of Objection shall be delivered to the Escrow Agent and the Notifying Purchaser. Any undisputed amounts shall be released by the Escrow Agent to the Notifying Purchaser. If the Company fails to provide the Escrow Agent and Notifying Purchaser with a Notice of Objection within such time, then the Company shall be deemed to have waived any objections and directed Escrow Agent to release the amount requested in the Notice of Payment to the Notifying Purchaser. The Company's sole basis for any objection hereunder shall be prior payment to the Notifying Purchaser by the Company of the full amount due under the Promissory Note or prior conversion in full by the Notifying Purchaser of its Promissory Note. In the event of a Notice of Objection, the Company and the Notifying Purchaser shall have two (2) business days to agree on a dollar amount to be released to the Notifying Purchaser and provide written notice of such agreement to the Escrow Agent. In the event that the Company and the Notifying Purchaser cannot agree on a dollar amount to be released within such time, then the Company shall commence a legal action in the appropriate state or federal court in the State and County of New York, within five (5) business days of the transmittal of the Notice of Payment by the Escrow Agent to the Company. If the Company does not com...
Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after:
(a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met:
(1) Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the Company and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of the Securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, if any, the Company filed a post-effective amendment that: (i) Discloses the information specified by the SB-2 registration statement form and Industry Guides, including financial statements of the Company and the company or business with which it plans to merge or acquire (the "Target Company"), and pro forma financial information required by the SB-2 and applicable rules and regulations;
Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Securities delivered to the purchaser or other registered holder only at the same time as or after:
(a) the Escrow Agent has received a signed representation from the Company, together with an opinion of counsel that the following events have already occurred and the following requirements have already been met:
(i) Discloses the results of the initial offering, including but not limited to:
(A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, if any, amounts disbursed to the Company, and amounts remaining in the Escrow Account; and
(B) The specific amount, use and application of funds disbursed to the Company to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling Unitholders or affiliates, either directly or indirectly specifying the amounts and purposes of such payments; and
(iii) Discloses the terms of the offering as described pursuant to Section 4 of this Escrow Agreement.
Disbursement from the Escrow Account. During the term of the Offering and until its termination as herein provided, at the expiration of five days after the sale of shares of the Common Stock for a sum totaling $25,000 by Mariner and the deposit of the proceeds from the sale thereof into the Escrow Account, together with information as to the names and addresses of the Subscribers and the amount subscribed for by each such Subscriber, Mariner shall disburse the proceeds of such sales and any interest earned to Majestic Safe-T-Products, Ltd., less the amount of any Sales Commission, as defined below, with respect to proceeds being disbursed. Upon the happening of (a) the complete disbursement from the Escrow Account by Mariner to Majestic Safe-T-Products, Ltd. of the proceeds from the Offering in accordance with the distribution terms hereinabove set forth, or (b) the Offering is terminated, and the repayment to the Subscribers of their subscriptions, Mariner shall be relieved of all liabilities in connection with the Escrow Account and this Placement Agreement shall terminate.
Disbursement from the Escrow Account with an Investor’s electronic delivery of Shares to the Escrow Agent by Deposit/Withdrawal at Custodian (DWAC) and the delivery of written instructions confirming the delivery of Shares to the Escrow Agent on the Put Date pursuant to Section 1(b) of the Purchase Agreement, the Escrow Agent shall (a) release to the Investors from the Escrowed Funds an amount equal to the Shares Purchase Price multiplied by the number of Shares delivered by such Investor to the Escrow Agent on the Put Date, (b) promptly disburse such amount without any fees or setoffs and (c) promptly deliver to the Company all such Shares delivered by the Investors to the Escrow Agent. If an Investor fails to timely deliver a Shares Sale Notice (as defined in the Purchase Agreement) to the Company and the Escrow Agent five (5) Business Days (as defined in the Purchase Agreement) prior to the Put Date in accordance with Section 1(a) of the Purchase Agreement, the Escrow Agent shall release to the Company from the Escrowed Funds an amount equal to $10.02 multiplied by the number of Shares held by such Investor. In the event that (i) an Investor notifies the Company and the Escrow Agent that such Investor has sold Shares pursuant to Section 4(c) of the Purchase Agreement, or (ii) MSOF, MSTO or MCP notifies the Escrow Agent that an Investor does not intend to exercise such Investor’s right to sell any of its Shares to the Company pursuant to Section 1(b) of the Purchase Agreement, then, in the case of clause (i), the Escrow Agent shall release to the Company an amount equal to the number of Shares sold by such Investor pursuant to Section 4(c) of the Purchase Agreement multiplied by $10.02, or in the case of clause (ii), to release to the Company an amount equal to the number of Shares held by such non-selling Investor multiplied by $10.02, and the Escrow Agent shall promptly disburse such Escrowed Funds in accordance with the payment instructions provided by the Company. The Escrow Agent shall have no duty to look beyond the instructions provided by the Investor in order to confirm the number of Shares held or sold. At any time after the date that is five (5) Business Days prior to the Put Date, the Company may deliver written instructions to the Escrow Agent to release to the Company all remaining Escrowed Funds in the Escrow Account after release to the applicable Investor(s) of the Investor Shares Purchase Price (as such term is defined in the Purchase Agreement) in respect of all Shares (x...
Disbursement from the Escrow Account. 4.1. The Escrow Agent shall release the shares deposited by the Issuer with the Escrow Agent as provided in Section 1, above, as follows:
(a) The Escrow Agent shall disburse and deliver to the Purchaser the number of shares purchased as set forth in the Purchase Notice. The shares shall be deducted from the 35,000,000 share certificate being held in escrow. The Escrow Agent is irrevocably instructed to deliver the said number of shares upon receipt by it of an executed Purchase Notice and evidence of payment of the purchase price as provided for in Exhibit A. Evidence of payment for said shares shall be conclusive upon receipt by Escrow Agent of the “wire transfer” form, properly executed by the Purchaser’s sending banking institution.
(b) At such time as the Escrow Agent receives the last “Purchase Notice” this agreement shall be terminated.
Disbursement from the Escrow Account. 3.1 The Escrow Agent may disburse the Escrow Fund to Xxxxxxxx on or after May 8, 2006 unless Curative shall have delivered to the Escrow Agent a notice that payment of the Escrow Fund is in dispute (the “Notice of Dispute”).
3.2 Upon receipt by the Escrow Agent of a Notice of Dispute, the Escrow Agent shall not disburse the Escrow Fund until receipt of written notice executed by both Curative and Xxxxxxxx indicating that the dispute is resolved or an Order from a court having jurisdiction over the matter (the “Resolution Notice”) after which the Escrow Agent may distribute the Escrow Fund only in accordance with the terms set forth in the Resolution Notice.
3.3 Upon disbursement of the Escrow Fund pursuant to the terms of this Section 3, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Escrow Agreement. It is expressly agreed and understood that in no event may the aggregate amount of payments made by the Escrow Agent exceed the amount of the Escrow Fund.
