Distribution of Escrowed Shares Sample Clauses

Distribution of Escrowed Shares. (a) On or prior to the Distribution Date (as defined in the Merger Agreement), Parent and the Stockholders' Representatives shall certify the Total Deduction Amount to the Escrow Agent and promptly thereafter, the Escrow Agent shall distribute the Escrowed Shares as follows: (i) first to Parent, a number of Escrowed Shares equal to the total fees and other amounts required to have been paid or payable to the Escrow Agent by Parent pursuant to Section 2.8 divided by the Average Parent Price, (ii) second to Parent, a number of Escrowed Shares equal to the Total Deduction Amount divided by the Average Parent Price and (iii) subject to Section 1.4(b), the remaining number of Escrowed Shares, if any, and any other property shall be distributed to the Holders in accordance with their respective Escrow Percentage Interests.
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Distribution of Escrowed Shares. As more fully described in the Escrow Agreement, on the date that is two years after the Effective Date (or, if any dispute with the Surviving Corporation regarding any matter relating to this Agreement is then pending, on the thirtieth (30th) day following the final resolution of such dispute), the Director Shareholders shall request, in the manner set forth in the Escrow Agreement, the distribution of the USAC Shares then remaining in the Escrow to each Director Shareholders, each in such Director Shareholders’s pro rata share of the then-existing Escrowed Shares.
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Distribution of Escrowed Shares. The Pledged Candie's Shares shall be held by Escrow Agent as security for the indemnification obligations of the Shareholders as set forth in Paragraph 8 of the Stock Purchase Agreement. Promptly after the date which is one (1) year from the date hereof, Escrow Agent shall release to the Shareholders one half of the originally Pledged Candie's Shares less the number of Pledged Candie's Shares having an aggregate value equal to the amount of any outstanding indemnification obligations which have been claimed by Candie's or Buyer in accordance with Paragraph 8 of the Stock Purchase Agreement (the "Indemnification Shares"), and (ii) promptly after the date which is two (2) years from the date hereof, Escrow Agent shall release to the Shareholders the
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Distribution of Escrowed Shares. 5.1. Escrow Agent shall make the following distribution(s) of Escrowed Shares:
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Distribution of Escrowed Shares. The Escrow Agent shall release the ------------------------------- Escrowed Shares to the Stockholders only upon the occurrence of the events and in the numbers set forth on Schedule A attached hereto, together with any dividends being held with respect to the shares being released. In the event that any one or more of the events described in Schedule A have not occurred prior to February 7, 2002 (the "Expiration Date"), any Escrowed Shares which have not been released in accordance with the provisions of this Agreement and Schedule A on or before the Expiration Date, together with any dividends or other distributions thereon, shall be canceled and returned to the Company; provided, however, that the Company by its Board of Directors at their sole discretion and from time to time, may extend such Expiration Date for such additional time or times up to February 7, 2004, and shall give notice to the Escrow Agent of any such extension. The Company shall notify the Escrow Agent and the Stockholders of the occurrence of an event described in Schedule A. The Escrowed Shares delivered to the Stockholders shall be in proportion to each Stockholder's ownership of the Escrowed Shares.
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Distribution of Escrowed Shares. The Pledged Candie's Shares shall be held by Escrow Agent as security for the indemnification obligations of the Shareholders as set forth in Paragraph 8 of the Stock Purchase Agreement. Promptly after the date which is one (1) year from the date hereof, Escrow Agent shall release to the Shareholders one half of the originally Pledged Candie's Shares less the number of Pledged Candie's Shares having an aggregate value equal to the amount of any outstanding indemnification obligations which have been claimed by Candie's or Buyer in accordance with Paragraph 8 of the Stock Purchase Agreement (the "Indemnification Shares"), and (ii) promptly after the date which is two (2) years from the date hereof, Escrow Agent shall release to the Shareholders the remaining Pledged Candie's Shares, less the number of Indemnification Shares, if any, necessary, at such date, to satisfy outstanding indemnification obligations claimed by Candie's. For purposes of determining the number of Pledged Candie's Shares released or applied under the previous sentence, the value of each share of Candie's Common Stock shall be deemed to be the greater of (i) the closing sale price of a share of Candie's Common Stock on the Closing Date, or (ii) the closing sale price of a share of Candie's Common Stock on the date on which the Pledged Candie's Shares are released or applied by Escrow Agent in payment of the indemnification obligations in question.
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Distribution of Escrowed Shares. Distributions of Escrowed Shares shall be made to the Stockholders as set forth in this Section 1.2(b). As used in this Agreement, "BUSINESS DAY" shall mean any day, except Saturday, Sunday or a day on which banks in New York are required to be closed. On the first Business Day after the six month anniversary of the Effective Time (the "INITIAL DETERMINATION DATE"), the Company shall prepare and submit to the Audit Committee of the Board of Directors (the "AUDIT COMMITTEE") the following information: (x) a statement as to whether the Company and the applicable authorities of the State of California have reached a settlement with respect to the Unemployment Taxes for the Pre-Closing Period (any such settlement, an "SUI SETTLEMENT"); (y) the amounts, if any, the Company has paid or caused to be paid to the applicable authorities of the State of California and comprising all amounts due pursuant to an applicable SUI Settlement (the "SUI SETTLEMENT AMOUNT"); and (z) a statement whether the Company has filed or caused to be filed a return required to be filed, accompanied by payment in full for all Unclaimed Property Taxes reflected in such return (each, a "UPT SETTLEMENT AMOUNT"), with the applicable authorities of the State of Delaware (such filed return, a "UPT SETTLEMENT"). After the Initial Determination Date, within three Business Days after each date, if any, on which Company makes or causes to be made any payments to the State of California with respect to an SUI Settlement or to the State of Delaware with respect to a UPT Settlement, the Company shall prepare and submit a statement to the Audit Committee setting forth in reasonable detail the terms of any such SUI or UPT Settlement and the amount of any such SUI or UPT Settlement Amount. The Audit Committee shall promptly review all such statements and information prepared by the Company. The Company shall make the following distributions, as applicable, from the Escrowed Shares within three Business Days after written confirmation by the Audit Committee of (a) any SUI Settlement and payment of the applicable SUI Settlement Amount or (b) any UPT Settlement and payment of the applicable UPT Settlement Amount:
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Distribution of Escrowed Shares. Unless a notice under Section 1.02(b) has been given and Escrowed Shares in satisfaction of such notice has not been delivered to FGC, either because the 20-day period has not yet run out or because a dispute relating to the claim made by such notice is then pending, the Escrowed Shares or such portion of it as at the time remains in escrow, together with all dividends and distributions received by the Escrow Agent with respect thereto, shall be returned to the Shareholder on the first anniversary of the date of this Agreement.
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Distribution of Escrowed Shares 
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Related to Distribution of Escrowed Shares

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.

  • Creation of Escrow Account/Common Stock Account a. On or prior to the date of this Agreement the Escrow Agent shall establish an escrow account for the deposit of the Escrow Funds entitled as follows: eTotalSource, Inc./Cornell Capital Partners, LP. The Investor will wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 031201467 Account #: 2020000659170 Name on Account: David Gonzalez Attorney Trust Accoxxx Xxxx xx Xxb-Account: eTotalSource, Inc./Cornell Capital Partners, LP Escrow account

  • Protection of Escrow Fund (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.

  • Distribution in Shares If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Escrow Period; Distribution upon Termination of Escrow Periods Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Termination of Escrow Agreement The Escrow Agent's responsibilities thereunder shall terminate at such time as the Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or upon earlier termination of this escrow arrangement pursuant to written instructions executed by the non-bank Party. Such written notice of earlier termination shall include instruction to the Escrow Agent for the distribution of the Escrow Fund.

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