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:
Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the minimum amount of the offering, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund.
Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than $119,000, then the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Escrow Account for the amounts of such payments and mail them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund. If the Fund is equal to $119,000, the Escrow Account shall remain open beyond the Termination Date in accordance with Section 4.2 below.
Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company and the Deposited Securities delivered to the purchaser or other registered owner only at the same time as or after the Escrow Agent has received a signed representation letter from the Company, together with an opinion of counsel that the requirements of Rule 419 as promulgated pursuant to the Securities Act of 1933 as amended (the "Act") as to the consummation of a business acquisition have been satisfied.
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. 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. The Fund shall be disbursed as follows:
Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Company as agent for the Selling Shareholders and the Securities delivered to the purchaser or other registered holder only at the same time as or after:
Disbursement from the Escrow Account. 4.1 The Deposited Proceeds may be released to the Issuer and the Securities delivered to the purchaser or other registered holder only at the same time as or after:
Disbursement from the Escrow Account. 4.1 Subject to Section 4.3 below, in the event that at 5:00 p.m. Boston, MA time on the Termination Date the amount constituting the Fund (a) shall be less than the Minimum Dollar Amount, or (b) shall represent the sale of less than the Minimum Share Amount, in each case as indicated by the Subscription Information submitted to the Escrow Agent, then in either such case, the Escrow Agent shall promptly but in no event later than five (5) business days after the Termination Date refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, together with any investment income received thereon, and the Escrow Agent shall notify the Issuer and the Best Efforts Underwriter of its distribution of the Fund.
