Disposition of Escrowed Shares. (a) If the Agent shall receive a written notice from 3dfx at any time from the date of this Agreement through the date that is three hundred eighty (380) days from the Closing Date certifying (i) that during the one (1) year period following the Closing Date 3dfx has suffered 3dfx Losses as a result of the Company's breach of any of its representations and warranties or its failure to perform any of its covenants, in each case as set forth in the Acquisition Agreement, and that, as a result, 3dfx is entitled to payment hereunder pursuant to Article X of the Acquisition Agreement, (ii) the total amount that 3dfx is entitled to be paid from the Escrowed Shares and the basis of calculation of such amount (a "Claim") with respect to such 3dfx Losses, (iii) a description of the asserted Claim and the basis thereof, and (iv) that 3dfx has delivered a copy of such notice to the Securityholder Representative (as defined and described in Section 9 hereof) with respect to such Claim, then the Agent shall promptly (and in any event within ten (10) days following receipt of such notice from 3dfx) deliver a copy of such notice to the Securityholder Representative. If the Agent does not, within twenty (20) days after its delivery of such notice, receive a written objection from the Securityholder Representative with respect to such Claim, then the Agent shall promptly deliver to 3dfx a number of Escrowed Shares, the value of which (based on the closing price of such Escrowed Shares on the Closing Date) equals the amount that 3dfx shall have specified as its Claim. If the Agent shall receive a written objection from the Securityholder Representative within such twenty (20) day period, then a conflict shall be deemed to have arisen, and the Agent shall, within five (5) days of the Agent's receipt of the written objection from the Securityholder Representative, deliver notice of such conflict to the parties hereunder. Thereafter, the Agent shall be entitled to refrain from taking any action until the Agent shall be directed otherwise in accordance with Section 4(b) below.
(b) If a conflict shall have arisen as described in Section 4(a) above, then upon receipt by the Agent during the term of this Agreement of (i) joint written instructions signed by 3dfx and the Securityholder Representative directing payment of all or a portion of the Escrowed Shares, or (ii) a final, non-appealable judgment or order of a court of competent jurisdiction directing the payment of an amount ...
Disposition of Escrowed Shares. At the expiration of the Term, the Escrowed Shares shall be returned to, or forfeited by, the Partner in accordance with Section 4.5 below.
Disposition of Escrowed Shares. The Escrowed Shares shall be delivered by the Escrow Agent as follows:
(a) Upon delivery of Notice of Completion of an effective filing of a Form SB-2, or the equivalent, by Global or Atlantic with the U.S. Securities and Exchange Commission dated within one year of the date of this Escrow Agreement, the Escrowed Shares (along with the Stock Power) shall immediately be delivered by the escrow agent to Global;
(b) If however, if the Escrow Agent does not receive a copy of the filing described in preceding paragraph (a), the Escrow Agent shall deliver the Escrowed Shares along with the Stock Power to DigiTar.
Disposition of Escrowed Shares. (a) At such times as the Company exercises the Purchase Option pursuant to the terms of the Stock Restriction Agreement, it shall provide the Escrow Agent with a copy of the notice (the "Exercise Notice") delivered pursuant to Section 3(a) of the Stock Restriction Agreement, together with a check in the amount of the Option Price payable to the order of the Stockholder (the "Company Check"). The copy of the Exercise Notice shall be accompanied by a certification by the Company that it was contemporaneously delivered to the Stockholder. Promptly following ten (10) days after its receipt of the Exercise Notice, the Escrow Agent shall deliver to (i) the Company the number of Escrowed Shares specified in the Exercise Notice and (ii) the Stockholder the Company Check; provided, however, that no such delivery of the Escrowed Shares or the Company Check shall be made if the Escrow Agent shall have received from the Stockholder a notice (the "Stockholder Counter Notice") stating that the Company is not entitled to the Escrowed Shares pursuant to the terms of the Stock Restriction Agreement. The Stockholder Counter Notice shall be accompanied by a certification by the Stockholder that a copy of the Stockholder Counter Notice was contemporaneously delivered to the Company.
(b) In the event the Purchase Option has expired as to any of the Escrowed Shares, the Stockholder may provide written notice (the "Release Notice") to the Escrow Agent setting forth the number of Escrowed Shares that are no longer subject to the Purchase Option. The Release Notice shall be accompanied by a certification by the Company that a copy of the Release Notice was contemporaneously delivered to the Company. Promptly following ten (10) days after its receipt of the Release Notice, the Escrow Agent shall deliver to the Stockholder the number of Escrowed Shares specified in the Release Notice; provided, however, that no such delivery of the Escrowed Shares shall be made if the Escrow Agent shall have received from the Company a notice (the "Company Counter Notice") stating that the Stockholder is not entitled to the Escrowed Shares pursuant to the terms of the Stock Restriction Agreement. The Company Counter Notice shall be accompanied by a certification by the Stockholder that a copy of the Company Counter Notice was contemporaneously delivered to the Company.
(c) On July 1, 1999, the Escrow Agent shall deliver to the Stockholder all of the Escrowed Shares, if any, then remaining in escrow....
Disposition of Escrowed Shares. The Escrowed Shares will be delivered by the Escrow Agent as follows:
Disposition of Escrowed Shares. The Escrow Agent shall disburse the Escrowed Shares pursuant to the mutual written directions of the Purchaser and the Seller, or, in the absence of such directions, pursuant to Sections 3 and 4 hereof.
Disposition of Escrowed Shares. The Escrow Agent shall deliver the Escrowed Shares upon written notice from an officer of the Seller at each time that the disbursement of funds is to occur as stated in Article 4. The Escrowed Shares with the appropriate legend printed on the certificates (along with the Stock Power) shall be delivered to Buyer.
Disposition of Escrowed Shares. (A) In the event that the Escrow Agent receives written notification of exercise of the Warrants by any of the Warrantholders, and upon receipt by the Escrow Agent of collected funds equal to the exercise price of the Warrant, then the Escrow Agent shall promptly cause to be delivered, with the assistance of ICI, the appropriate number of Escrowed Shares to the appropriate Warrantholder at the address set forth in such Warrantholder's notification of exercise. The Escrow Agent, in delivering the Escrowed Shares, shall do so proportionately from among the Escrowed Shares in accordance with the ratio of shares received initially from the Selling Shareholders as set forth on Schedule I. The Escrow Agent thereafter shall promptly remit to the Selling Shareholders the funds received for the exercise price.
(B) To the extent the Escrow Agent has received no written instructions with respect to all of the Escrowed Shares as contemplated by Section 3(a) hereof by 5:00 p.m., local time, on the third anniversary of the date of the Warrants, then the Escrow Agent shall promptly return the Escrowed Shares, or the remaining Escrowed Shares, to the Selling Shareholders.
(C) The parties acknowledge that ICI is contemplating an Initial Public Offering ("IPO") and agree that, to the extent there are excess shares held in escrow as a result of the actual Offering Price, as defined in the Warrant, the Escrow Agent shall cause to be returned, with the assistance of ICI, excess shares to the Selling Shareholders.
Disposition of Escrowed Shares. If Claims associated with existing SAS transactions with Virtual Products, Inc. ("VPI") and GRGI exceed the Indemnification Sum, or cause the Indemnification Sum to be exceeded, and the NTC stock held in escrow must be used to settle or fully pay such Claims, then any balance of escrowed NTC stock remaining after the settlement or payment in full of the VPI and GRGI claims shall be returned to the SAS shareholders within sixty (60) days after the fully executed settlements are implemented or payment is made in full. If Claims associated with SAS transactions with VPI and GRGI are settled without need for the escrowed NTC shares, then all the escrowed NTC shares shall be returned to the SAS stockholders within sixty (60) days after the settlements are fully executed and implemented.
Disposition of Escrowed Shares
