Distribution of Escrow Property. The Escrow Agent is directed to distribute the Escrow Property in the following manner:
Distribution of Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner:
Distribution of Escrow Property. (a) Promptly after the first anniversary of the date of this Agreement (the “Distribution Date”), the Escrow Agent shall distribute the Escrow Property, in accordance with the written instructions of the Holder Representative, to the holders of the Common Shares and Options listed in Exhibit B at their respective mailing addresses pro rata in accordance with their Applicable Percentages as set forth on Exhibit B; provided, however, that in the event that (i) prior to the Distribution Date, Acquiror delivers a Payment Request seeking indemnification for Damages pursuant to Section 13.2 of the Merger Agreement (a “Pending Claim”) and such claim is unresolved as of the Distribution Date, the Escrow Agent shall not distribute and will continue to hold pursuant hereto Escrow Property having a value equal to the Damages payment sought with respect to such Pending Claim that is unresolved (the “Reserved Property”) (it being understood and agreed that the Holder Representative shall, in such event, have the right to designate the mix of Escrow Shares and/or cash to be released pursuant to this Section 7). For purposes of calculating the Reserved Property, each Escrow Share shall be valued at the average closing price for one share of Acquiror Common Stock for the ten (10) Business Day period ending on the Business Day immediately preceding the Distribution Date. The Reserved Property shall remain in escrow following the Distribution Date pending resolution of the applicable Pending Claims and, upon resolution of the applicable Pending Claim, shall be either (i) distributed in whole or in part to Acquiror as appropriate following resolution of the applicable Pending Claim in accordance with Section 5 or (ii) distributed in whole or in part to the holders of Common Shares and Options listed in Exhibit B as provided in this Section 7. In the event that (i) the Holder Representative or Acquiror delivers to the Escrow Agent a Final Order that determines or provides that the Purchaser Indemnitees are or are not, as the case may be, entitled to payment or reimbursement of some or all of the Damages requested in any Pending Claim or (ii) the Holder Representative and Acquiror deliver to the Escrow Agent joint written instructions signed by Acquiror and the Holder Representative indicating that the Purchaser Indemnitees are or are not, as the case may be, entitled to some or all of the Damages requested in any Pending Claim, the Escrow Agent will disburse the Reserved Prop...
Distribution of Escrow Property. Subject to Section 1.03(e), the Escrow Agent is directed to cause the Financial Institution to hold and distribute the Escrow Property in the following manner:
Distribution of Escrow Property. The Escrow Agent shall hold the Escrow Property in its possession until instructed hereunder to deliver the Escrow Property or any specified portion thereof in accordance with a written release notice signed by an Authorized Person of the Company.
Distribution of Escrow Property. The Escrow Agent shall disburse the Escrow Property as follows: (ii) upon receipt of a joint written instruction letter to the Escrow Agent from the Investor Agent and Applied Spectrum, the Escrow Agent shall promptly disburse the Escrow Property in accordance with the instructions set forth in such letter or (ii) upon receipt of evidence of the entry of a nonappealable order of a court of competent jurisdiction requiring the Escrow Agent to release such Escrow Property from the Escrow Account, the Escrow Agent shall release such Escrow Property in accordance with such order.
Distribution of Escrow Property. The Escrow Agent shall hold the Escrow Property in its possession until notified in writing to disburse the Escrow Property or any specified portion thereof solely in accordance with this Section 5. Whenever this Section 5 requires disbursement, the Escrow Agent shall disburse the appropriate amount of Escrow Property to the appropriate party by wire transfer of immediately available funds. Any recipient of a transfer of Escrow Property shall be responsible for providing written wiring instructions to Escrow Agent Instructions regarding disbursement of any Escrow Property received after 11:00 a.m. (Central Time) will be treated as if received on the following Business Day. The Escrow Agent shall disburse Escrow Property only upon the occurrence of the following:
Distribution of Escrow Property. (a) The Escrow Agent shall hold the Escrow Property in its possession until instructed hereunder to deliver the Escrow Property or any specified portion thereof in accordance with a Joint Instruction. If the Escrow Property is disbursed in accordance with a court order, the Parties shall jointly represent to the Escrow Agent that such court order is final and non-appealable.
Distribution of Escrow Property. (a) If the Escrow Agent receives the Consummation Release Certificate, then the Escrow Agent shall release and deliver the Escrow Property in accordance with the payment instructions contained in the Consummation Release Certificate on or before 10:00 a.m., New York City time, on the Business Day provided therein; provided that the Company shall provide the Escrow Agent with written notice of the Company’s intention to deliver the Consummation Release Certificate, together with instructions to liquidate the Escrow Property, at least two Business Days prior to such delivery or such other time as agreed between the Escrow Agent and the Company. If a Consummation Release Certificate is not delivered on the Business Day specified in such notice, the Escrow Agent shall reinvest the Escrow Property in accordance with any written instructions of the Company unless otherwise directed by an Authorized Representative in writing.
Distribution of Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property to the Bank of New York, as transfer agent, upon instruction of Depositor.
