Distribution of Escrowed Shares Sample Clauses

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. 5.1. Escrow Agent shall make the following distribution(s) of Escrowed Shares: (a) upon the day following the Expiration Date, all of the Escrowed Shares held by the Escrow Agent pursuant to the terms of this Escrow Agreement, less the shares covered by pending Claims, Disputed Claims or Settled Claims, shall be released promptly by Escrow Agent to Seller or its successors or assigns; (b) for any Escrowed Shares covered by pending Claims, the Escrow Agent shall promptly release the following amount of Escrowed Shares to the Purchaser or its successors or assigns: (i) once it receives the written consent or agreement (including, without limitation, pursuant to Section 3(d) above) of Seller with respect to such distribution, the amount of Escrowed Shares set forth in such written consent or agreement; and (ii) if it does not receive an Objection Notice within 30 calendar days of receipt by Escrow Agent of the Claim Certificate, the amount of Escrowed Shares corresponding to the Claim(s) set forth in the Claim Certificate; (c) for any Escrowed Shares covered by Disputed Claims, the Escrow Agent shall promptly release the following amount of Escrowed Shares to the Purchaser or its successors or assigns: (i) once it receives a copy of the Settlement Notice with respect to a Settled Claim, the amount of Escrowed Shares set forth in the Settlement Notice to be distributed to Purchaser; and (ii) once it receives a copy of a Final Decision with respect to a Disputed Claim, the amount of Escrowed Shares set forth in the Final Decision to be distributed to Purchaser; ("Final Decision" means a decision, order, judgment or decree of the arbitrator(s) called for in Section 11.08(b) of the Purchase Agreement.)
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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. (b) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued or delivered to the Holders pursuant to this Section 1.4, and such fractional interests will not entitle the owner thereof to any rights of a
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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. 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
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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

  • 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. b. In the event that counsel to the Company fails or refuses to render an opinion as may be required by the Transfer Agent to affect a transfer of the Escrow Shares (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the Escrow Shares.

  • 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. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).

  • 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 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.

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Termination of Escrow In the event of the release of all Proceeds and all accrued interest in accordance with Section 4 and Section 5 of this Agreement, this Agreement shall terminate and the Escrow Agent shall be relieved of all responsibilities in connection with the escrow deposits provided for in this Agreement, except claims which are occasioned by its gross negligence, bad faith, fraud or willful misconduct.

  • Investment of Escrowed Funds (a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more segregated interest-bearing bank accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more Schedule I Canadian chartered banks, including the banks set forth in Section 7.2(c) (each such bank, an “Approved Bank”). Interest will be credited by the fifth Business Day of the following month. (b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 7.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposits liquidated or sold prior to maturity. The Company and the Lead Underwriter acknowledge and agree that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. (c) The Approved Banks include the Bank of Montreal and The Toronto-Dominion Bank.

  • Escrow of Shares (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

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