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 commence such legal action within five (5) business days (a "COMPANY ACTION"), the Escrow Agent shall release the dollar amount stated in the Notice of Payment to the Notifying Purchaser and the Company's objection shall be deemed withdrawn and waived with prejudice. If the Escrow Agent does not receive a Notice of Objection within the time period set forth above, the Escrow Agent shall deliver payment of the amount requested in the Notice of Payment to the Notifying Purchaser no later than the third Business Day following the transmittal to the Company of the Notice of Payment.
Appears in 1 contract
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 4.1 Concurrently with an Investor’s electronic delivery 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 Shares to the Escrow Agent by 5:00 p.m. New York time. The Escrow Agent shall send Deposit/Withdrawal at Custodian (DWAC) and the Notice delivery of Payment to written instructions confirming the Company by the end delivery 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 Shares to the Escrow Agent and on the Notifying Purchaser. Any undisputed amounts shall be released by the Escrow Agent Shares Closing Date pursuant 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 Section 1(b) of the full amount due under Purchase Agreement including 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 timely delivery of the transmittal of the Notice of Payment by the Escrow Agent to the Company. If the Company does not commence such legal action within five (5) business days (a "COMPANY ACTION")Shares Sales Notice, the Escrow Agent shall release the dollar amount stated in the Notice of Payment to the Notifying Purchaser and Investors from the Company's objection shall be deemed withdrawn and waived with prejudice. If Escrow Funds an amount equal to the Shares Purchase Price multiplied by the number of Shares delivered by such Investor to the Escrow Agent does not receive on the Shares Closing Date; the Escrow Agent shall promptly disburse such amount without any fees or setoffs and shall 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 to the Company and the Escrow Agent five (5) Business Days (as defined in the Purchase Agreement) prior to the date that is one (1) month after the Business Combination Closing Date (as defined in the Purchase Agreement) in accordance with Section 1(a) of Objection within the time period set forth abovePurchase Agreement, the Escrow Agent shall deliver payment of the amount requested in the Notice of Payment to the Notifying Purchaser no later than the third Business Day following the transmittal release to the Company from the Purchase Funds an amount equal to $10.2031 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(d) of the Notice Purchase Agreement, or (ii) an Investor notifies the Escrow Agent and the Company that an Investor does not intend to exercise such Investor’s right to sell any of Paymentits Shares to the Company, the Escrow Agent shall release to the Company an amount equal to the number of Shares sold by such Investor pursuant to Section 4(e) of the Purchase Agreement multiplied by the Shares Purchase Price, in the case of clause (i) above, or to release to the Company an amount equal to the number of Shares held by such non-selling Investor multiplied by the Shares Purchase Price, in the case of clause (ii) above, and the Escrow Agent shall promptly disburse such Escrow 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 date that is one (1) month after the Business Combination Closing Date, the Company may deliver written instructions to the Escrow Agent to release to the Company all remaining Escrow Funds in the Escrow Account after release to the applicable Investor(s) of (A) the Investor Shares Purchase Price (as such term is defined in the Purchase Agreement) in respect of all Shares identified in all Shares Sale Notices that are timely delivered to the Company in accordance with Section 1(a) of the Purchase Agreement and that are properly delivered to the Company on the Shares Closing Date in accordance with Section 1(b) of the Purchase Agreement.
Appears in 1 contract
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 PAYMENTNotice of Redemption," to be in the form annexed as EXHIBIT C) that it has elected to have, all or any portion of, its Promissory Note repaid Preferred Stock (including any accrued and unpaid dividends) redeemed from the Cash Collateral in lieu of converting the Promissory Note Preferred Stock into shares of the Company's Common Stock (such Purchaser, a "NOTIFYING PURCHASERNotifying Purchaser"). If the Purchaser shall elect to have the entire unpaid amount of the Promissory Note repaidRedemption Price paid, the original Promissory Note certificate for such Purchaser's Preferred Stock 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 NotePreferred Stock Certificate, 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 OBJECTIONNotice 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 Redemption Price or prior conversion in full by the Notifying Purchaser of its Promissory NotePreferred Stock. 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 commence such legal action within five (5) business days (a "COMPANY ACTIONCompany Action"), the Escrow Agent shall release the dollar amount stated in the Notice of Payment to the Notifying Purchaser and the Company's objection shall be deemed withdrawn and waived with prejudice. If the Escrow Agent does not receive a Notice of Objection within the time period set forth above, the Escrow Agent shall deliver payment of the amount requested in the Notice of Payment to the Notifying Purchaser no later than the third Business Day following the transmittal to the Company of the Notice of Payment.
Appears in 1 contract
Samples: Cash Collateral Escrow Agreement (Vsus Technologies Inc)
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 4.1 Concurrently with an Investor’s electronic delivery 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 Shares to the Escrow Agent by 5:00 p.m. New York time. The 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 send (a) release to the Notice Investor from the Escrowed Funds an amount equal to the Shares Purchase Price multiplied by the number of Payment 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 end of the next business day accompanied by the original Promissory Note, if applicable. The Notice of Payment shall specify the dollar amount Investor 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 Investor fails to provide the Escrow Agent and Notifying Purchaser with deliver a Put Share Sales 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 (as defined in the Notice of Payment Purchase Agreement) 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 Escrow Agent three (23) business days to agree on a dollar amount to be released Business Days prior to the Notifying Purchaser and provide written notice Put Date in accordance with Section 1(a) of such agreement the Purchase Agreement, the Escrow Agent shall on the Put Date release to the Escrow AgentCompany from the Escrowed Funds an aggregate amount equal to the Shares Purchase Price multiplied by the number of Shares held by such Investor on the Put Date. 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 Investor 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. If Company pursuant to Section 1(b) of the Company does not commence such legal action within five (5) business days (a "COMPANY ACTION")Purchase Agreement, then, the Escrow Agent shall release the dollar amount stated in the Notice of Payment to the Notifying Purchaser and Company for the Company's objection shall be deemed withdrawn ’s use without restriction an amount equal to the number of Shares held by such non-selling Investor multiplied by the Shares Purchase Price, and waived with prejudice. If the Escrow Agent does not receive a Notice of Objection within the time period set forth above, the Escrow Agent shall deliver 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 amount requested in the Notice of Payment date that is three (3) Business Days prior to the Notifying Purchaser no later than Put Date, the third Business Day following Company may deliver written instructions to the transmittal Escrow Agent to release to the Company all remaining Escrowed Funds in the Escrow Account after release to the Investor of the Investor Shares Purchase Price (as such term is defined in the Purchase Agreement) in respect of all Shares (x) identified in the Put Shares Sale Notice and (y) that are timely delivered to the Company in accordance with Section 1(a) of Paymentthe Purchase Agreement and that are properly delivered to the Company on the Put Date in accordance with Section 1(b) of the Purchase Agreement.
Appears in 1 contract
