Disbursement of the Escrow Funds. The Escrow Agent shall hold the sum of the Purchase Price until the total funds raised by the Company exceed the minimum offering amount set forth in the Registration Statement, specifically $20,000.00 (the “Minimum Offering Amount”). This period shall be defined as the “Escrow Period”. Upon expiration of the Escrow Period, upon written instructions from the Company, the Escrow Agent shall disburse the total of funds raised by the Company to the Company; provided, however, that, if, after 365 days from the date the Registration Statement is deemed effective (the “Offering Period”), the Company has not raise sufficient funds to meet the Minimum Offering Amount, the sum of the Purchase Price shall be immediately returned to the Subscribing Stockholder unless otherwise request, in writing, by the Subscribing Stockholder. The Escrow Agent shall have no further duties hereunder after the disbursement of the sum Purchase Price in accordance with this Section 3.
Disbursement of the Escrow Funds. (a) Unless and to the extent that subparagraphs (b) or (c) below shall apply, the Escrow Agent shall hold the Escrow Funds until the later of (i) the 90th day after the Closing or (ii) 10 days after finalization of the Closing Balance Sheet (the "Termination Date"), and shall thereafter deliver all Escrow Funds held by the Escrow Agent on such Termination Date to the Seller.
(b) In the event that, after finalization of the Closing Balance Sheet in accordance with Section 2.4 of the Purchase Agreement, the Closing Date Value is less than $2.5 million, Purchaser shall then be entitled to receive from the Escrow Agent the dollar amount of Escrow Funds as is equal to the dollar amount of the shortfall between the Closing Date Value and $2.5 million.
(c) If, at any time prior to the Termination Date, Purchaser has given the Escrow Agent a notice (the "Purchaser Notice") that it is entitled to receive Escrow Funds as a result of the indemnification obligations of the Seller arising under the Purchase Agreement, the Escrow Agent shall give a copy of the Purchaser Notice to the Seller. If the Escrow Agent does not receive a written objection from the Seller to the Purchaser Notice prior to the 10th day following the date the Purchaser Notice is deemed delivered to the Seller, the Escrow Agent shall disburse to the Purchaser the amount of Escrow Funds described in the Purchaser Notice. If the Escrow Agent timely receives a copy of a written objection from the Seller to the Purchaser Notice, then the provisions of Section 4 hereof shall apply.
(d) On the date which is 60 days after the Closing Date, the Escrow Agent shall deliver to Purchaser an amount equal to the sum of $10,000. Such amount shall be taken from the Escrow Funds unless the Escrow Agent has received notice by such date from the Seller and the Purchaser that the Tax Liens (as defined in that certain Amendment No. 1 to the Purchase Agreement), has been released. Payment of Escrow Funds to Purchaser under this section 4(d) does not foreclose or otherwise impair or affect Purchaser's right to seek indemnification or other recourse available to Purchaser under the Purchase Agreement or otherwise with respect to any damage incurred by Purchaser, arising from the Tax Liens.
Disbursement of the Escrow Funds. The Escrow Agent shall hold the Escrow Funds and shall deliver the Escrow Funds (or the applicable portion thereof) to the Investor’s brokerage account with the Broker and/or to Pubco, in any case in accordance with the terms of the Backstop Agreement and pursuant to a written instruction executed by Pubco and Investor.
Disbursement of the Escrow Funds. Escrow Agent shall disburse the Escrow Funds in accordance with joint written instructions to Escrow Agent signed by both Buyer and Seller.
Disbursement of the Escrow Funds. The Escrow Agent shall hold the Escrow Funds and shall deliver the Escrow Funds (or the applicable portion thereof) either to the Investor’s brokerage account with the Broker (the “Broker Account”) or to Pubco, in any case in accordance with the terms of the Backstop Agreement and pursuant to a written instruction executed by the Broker; provided, that upon the final distribution of the Escrow Funds (and in no event later than the second Business Day after the end of the Resale Period (as defined in the Backstop Agreement)), the Broker shall provide written instructions to the Escrow Agent for all Earnings to be distributed to the Broker Account.
Disbursement of the Escrow Funds. (a) The Escrow Agent shall continue to hold the Escrow Funds delivered for deposit hereunder by an Investor until the earlier of: (1) receipt of such Investor’s written notice evidencing termination under Section 6.5 of the Securities Purchase Agreement, and (2) receipt of both (x) written notice from the Company that the conditions to closing under Section 5.1 of the Securities Purchase Agreement shall have been satisfied and (y) joint written notice from the Company and Xxxx Capital Partners, LLC to effect the Closing under the Securities Purchase Agreement.
(b) If the Escrow Agent shall receive the termination election of an Investor as contemplated by Section 5(a)(1) prior to its receipt of the notices contemplated under Section 5(a)(2), then the Escrow Agent shall return the Escrow Funds delivered by such Investor as directed by such Investor and shall return the Escrowed Certificates in respect of such Investor to the Company. If the Escrow Agent shall receive the notices contemplated under Section 5(a)(2) prior to the termination election of an Investor as contemplated by Section 5(a)(1), then the Escrow Agent shall disburse the portion of the Escrow Funds for which the foregoing is the case in accordance with Annex A to this Agreement and shall deliver the Escrowed Certificates as per the instructions of the non-terminated Investors.
Disbursement of the Escrow Funds. The Escrow Agent shall dispose of or distribute the Escrow Funds or any portions thereof only in accordance with this Section 4.
Disbursement of the Escrow Funds. Upon receipt by the Escrow Agent of a certificate in the form of Exhibit A, duly signed by both the Company and Pinnacle China Fund, L.P., the Escrow Funds shall be disbursed in accordance with Exhibit A. This Agreement shall terminate upon the earlier of (a) disbursement of all Escrow Funds in accordance with Exhibit A, or (b) July 31, 2006 (each such event being referred to herein as the “Termination Date”). The Termination Date may be extended by joint written instructions to Escrow Agent by the Company and Pinnacle China Fund, L.P., on behalf of the Purchasers. Upon the Termination Date, Escrow Agent shall release the Escrow Funds in the Escrow Account to the Purchasers in accordance with Exhibit B if the certificate referred to in the first paragraph of this Section 5 shall not have been delivered to it by such date. Immediately following any such disbursement to the Purchasers in accordance with Exhibit B, each such Purchaser shall return to the Company that amount of Securities purchased by it under the Purchase Agreement equal to the amount of such disbursement received by it, divided by the Per Unit Purchase Price.
Disbursement of the Escrow Funds. The Escrow Agent shall release and disburse the Escrow Funds in accordance with the provisions of this Section 4 during the term of this Escrow Agreement.
(a) Subject to the terms of the Merger Agreement and the terms of this Escrow Agreement, the distribution of the Working Capital Escrow Fund shall be made by joint written instructions of the Acquiror and the Stockholders’ Representative, substantially in the form of Annex A hereto (a “Working Capital Joint Certificate”). Acquiror and Stockholders’ Representative shall submit a Working Capital Joint Certificate to the Escrow Agent within five (5) Business Days after the Final Determination Date. The Escrow Agent shall disburse the Working Capital Escrow Fund in accordance with the instructions in the Working Capital Joint Certificate within five (5) Business Days after receipt of the Working Capital Joint Certificate.
(b) Subject to the terms of the Merger Agreement and the terms of this Escrow Agreement, the distribution of the General Escrow Fund pursuant to Section 1.15 of the Merger Agreement shall be made by the joint written instructions of the Acquiror and the Stockholders’ Representative, substantially in the form of Annex B hereto (a “Joint Certificate”). Acquiror and Stockholders’ Representative shall submit a Joint Certificate to the Escrow Agent within five (5) Business Days of Parent’s delivery to the Stockholders’ Representative of the Earnout Payment I Statement or Earnout Payment II Statement, as applicable, and if applicable, within five (5) Business Days after Earnout Payment I and Earnout Payment II, as applicable, are finally determined pursuant to Section 1.15 of the Merger Agreement. The Escrow Agent shall disburse funds from the General Escrow Fund in accordance with the instructions in the Joint Certificate within five (5) Business Days after receipt of the Joint Certificate. Any Reserve Amount (as defined below) withheld by the Escrow Agent from Earnout Payment I or Earnout Payment II shall be held by the Escrow Agent and disbursed in accordance with Section 4(e) below.
(c) Subject to the terms of the Merger Agreement and the terms of this Escrow Agreement, if the Acquiror has any claims for Acquiror Indemnifiable Losses, the Escrow Agent shall not disburse or release any funds from the Escrow Account in respect of such claims except in accordance with either: (x) the instructions set forth in a Joint Certificate or (y) the instructions set forth in a non-appealable, final judgme...
Disbursement of the Escrow Funds. (a) In the event that, on or before the Termination Date (as defined in the Purchase Agreement), the Escrow Agent received written Disbursement Notice (as hereinafter defined) and disbursement instructions executed by the Company that it has accepted one or more subscriptions from Buyers, the Escrow Agent shall disburse all Escrow Funds held in respect of such subscriptions to the Company. A "Disbursement Notice", as used herein, shall mean a notice detailing the name of the Buyer whose Purchase Agreement is being accepted, the Subscription Amount accepted (or rejected if any) and number of PPO Shares issued as well as the date of Closing, and further certifying that the LFC Acquisition has been completed instructing of the Escrow Agent to disburse funds.
