Distribution of the Escrow Shares Sample Clauses

Distribution of the Escrow Shares. The parties other than the Escrow Agent hereby agree that the Escrow Shares shall be distributed for the 2011 PT based on the following formula: (a) In the event the Company achieves at least 95% of the Performance Threshold, all of the Escrow Shares shall be returned to the Principal Stockholder. (b) If the Company achieves less than 95% of the applicable Performance Threshold, the Purchasers shall receive in the aggregate, on a pro rata basis (based upon the number of Preferred Shares or Conversion Shares owned by each such Purchaser as of the earlier date of (i) distribution of the Escrow Shares or (ii) the occurrence of automatic conversion of Preferred Shares pursuant to designations of Preferred Shares, divided by the total number of Preferred Shares or Conversion Shares issued to all of the Purchasers on the Closing Date of the Financing Transaction), 10% of the Escrow Shares for each full percentage point by which the Performance Threshold was not achieved, not to exceed the total number of Escrow Shares initially deposited. (c) Escrow Shares not distributed to the Purchasers shall be returned to the Principal Stockholder. No later than five (5) business days after delivery of the Fiscal Year 2011 Annual Report to the Purchaser Representative, the Company and the Purchaser Representative shall provide joint written instructions in accordance with the calculations above to the Escrow Agent (the “Disbursement Instructions”) instructing the Escrow Agent to issue and deliver the applicable Escrow Shares. Promptly after receiving the Disbursement Instructions, the Escrow Agent will issue and deliver the Escrow Shares in accordance with the Disbursement Instructions. Notwithstanding anything to the contrary set forth in this Agreement, (i) if Escrow Shares are distributed pursuant to Section 1.5(b) above, only those Purchasers, and their assignees or transferees, who own Preferred Shares or Conversion Shares of the Company at the time that the Escrow Shares are distributed hereunder shall be entitled to receive the applicable Escrow Shares calculated based on their ownership interest on the distribution date, and (ii) the Purchaser Representative shall have no authority to provide or to cause to be provided the Disbursement Instructions to the Escrow Agent if Purchasers holding at least a majority of the Preferred Shares on the distribution date (based on the aggregate number of Preferred Shares held by all of the Purchasers on the distribution date), by...
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Distribution of the Escrow Shares. The parties other than the Escrow Agent hereby agree that the Escrow Shares shall be distributed for the 2011 PT based on the following formula: (a) In the event the Company achieves at least 95% of the Performance Threshold, 50% of the Escrow Shares shall be returned to the Principal Stockholder. (b) In the event the Company achieves less than 95% but greater than or equal to 85% of the Performance Threshold, 50% of the Escrow Shares shall be delivered to the Purchasers in accordance with the calculation below. (a) A = X Y (b) B = (Z)*(A) Where: A = such Purchaser’s percentage ownership of the Escrow Shares B = the number of Escrow Shares to be distributed to such Purchaser X = the number of Series B Preferred (on an as-converted basis) owned by such Purchaser as of the distribution date Y = number of Series B Preferred Shares issued to all of the Purchasers on the Closing Date and outstanding on the date of distribution of Escrow Shares (on an as-converted basis) Z = the number of Escrow Shares available for distribution for the Performance Threshold multiplied by the Lowest Threshold Percentage
Sample 1
Distribution of the Escrow Shares. Except as set forth in Section 3 above, the Escrow Agent shall continue to hold the Escrow Shares in its possession until authorized hereunder to distribute the Escrow Shares as follows: a. pursuant to the joint written instructions of Holdings and the Seller substantially in the form set forth in Exhibit A hereto; b. as determined by the final order, decree or judgment of a court of competent jurisdiction in the United States of America (the time for appeal having expired with no appeal having been taken) in a proceeding to which the Buying Parties and the Seller are parties (a “Final Decree”) upon receipt from Holdings or the Seller of written notice substantially in the form of Exhibit B hereto accompanied by a certified copy of such Final Decree; or c. Notwithstanding any other provision of this Section 6, the Escrow Agent may elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid one half by each of, and shall be deemed a joint and several obligation of, the Buying Parties and the Seller.
Sample 1
Distribution of the Escrow Shares. The Escrow Agent shall distribute the Escrow Shares held by it under this Agreement by delivery of the certificates representing the Escrow Shares together with the Stock Power and the Share Proceeds (if any), as herein directed: to the Stockholder on the (i) the later of (a) sixty (60) days after the date hereof, or (b) the date on which the Escrow Agent receives written notice from UAG and Xx. Xxxxx that UAG, UAG Nevada and the Company has obtained all permits and licenses required by any governmental agency or authority to operate its business; or (ii) one year after the date hereof (upon written notice from UAG and Xx. Xxxxx that the reason the Company did not receive any necessary licenses or permits was not as a result of any action by Xx. Xxxxx or the Company prior to the Closing).
Sample 1
Distribution of the Escrow Shares. The Escrow Agent shall release from escrow all of the Escrow Shares on the expiration of one year after the acquisition by the Company, whether by merger, capital stock exchange, asset acquisition, or stock purchase or other business combination transaction, of one or more operating businesses within the communications industry that is its initial business combination and which meets the size, timing and other criteria outlined in the Registration Statement (the ‘‘Business Combination’’) is consummated. As soon as practicable after the Escrow Shares are released from escrow, the Escrow Agent shall distribute the released Escrow Shares to the Initial Stockholders in accordance with their ownership interests; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during which the Escrow Shares are being held in escrow, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided, further, that if, after the Company consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of the Company (or the surviving entity) having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Stockholders upon consummation of the transaction so that they can 1 Table of Contents similarly participate. The Escrow Agent shall have no further duties hereunder after the distribution or destruction of the Escrow Shares in accordance with this Section 3.
Sample 1
Distribution of the Escrow Shares. No later than five (5) business days after the Company and the Purchasers make a mutually agreed determination on the achievement of the Performance Target, the Company and the Purchasers shall provide joint written instructions to the Escrow Agent (the “Disbursement Instructions”) instructing the Escrow Agent to issue and deliver the applicable Escrow Shares. Promptly after receiving the Disbursement Instructions, the Escrow Agent will issue and deliver the Escrow Shares in accordance with the Disbursement Instructions. Notwithstanding anything to the contrary set forth in this Agreement, if Escrow Shares are distributed pursuant to Section 1.3(b) above, only those Purchasers, and their assignees or transferees, who own Preferred Shares of the Company at the time that the Escrow Shares are distributed hereunder shall be entitled to receive the applicable Escrow Shares calculated based on their ownership interest on the distribution date. Any Escrow Shares not delivered to any Purchaser because such Purchaser no longer holds Preferred Shares (either because such Preferred Shares have been converted to Common Stock or transferred to a third party) shall be returned to the Principal Stockholder.
Sample 1
Distribution of the Escrow Shares. Within five (5) business days of the receipt in the applicable year of the certified copy from the Company’s auditor of the 2010 Audited Financial Statements and the 2011 Audited Financial Statements, and a calculation from the Company of the pro rata and aggregate number of the Escrow Shares to be distributed to the Purchasers Escrow Agent shall send to the Company’s transfer agent one or more Certificates covering such aggregate number of the Escrow Shares required to be distributed to the Purchasers pursuant to the terms of the Purchase Agreement.
Sample 1
Distribution of the Escrow Shares. The Escrow Agent shall distribute any Escrow Shares remaining in escrow hereunder to Warrxx xx the later of (a) March _, 2001 (the "Termination Date), provided, however, that if, on the Termination Date, there are any pending Adverse Consequences Claims (as hereinafter defined), the Escrow Agent shall continue to hold that number of the Escrow Shares equal to the aggregate Estimated Value (as hereinafter defined) of all such claims divided by the greater of the average Fair Market Value as used in the Merger Agreement to determine the Merger Consideration (the "Merger Consideration Fair Market Value") or the Fair Market Value of the Common Stock on the trading day immediately preceding the Termination Date, or (b) if, prior to the Termination Date, the Escrow Agent receives a notice from Grace that it has suffered Adverse Consequences under the Merger Agreement (such notice to contain a good faith estimate by Grace of the value of such claim (the "Estimated Value") and has made a claim against the Company and the shareholders of the Company in respect of a breach of the representations and warranties contained in Section 4 of the Merger Agreement, or against Warrxx xx respect of any breach of Section 5 of the Agreement or any covenant contained therein (each an "Adverse Consequences Claim"), the date that the Escrow Agent receives a notice, signed by both Grace and Warrxx xxxt all such Adverse Consequences Claim or Claims have been cured or satisfied.
Sample 1
Distribution of the Escrow Shares. The Escrow Shares shall be distributed as follows:
Sample 1

Related to Distribution of the Escrow Shares

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

  • Disbursement of the Escrow Securities 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.

  • 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.

  • Certificate Distribution Account The Certificate Distribution Account shall be established as a non-interest bearing trust account pursuant to Section 4.1 of the Sale and Servicing Agreement. Funds on deposit in the Certificate Distribution Account shall be held uninvested. The Certificateholders shall possess all beneficial right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and all proceeds thereof. Except as otherwise provided herein, in the Indenture or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Certificate Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Servicer on behalf of the Issuer, shall, within ten (10) Business Days (or such longer period) after becoming aware of the fact, establish a new Certificate Distribution Account as an Eligible Account and shall direct the Certificate Paying Agent to transfer any cash then on deposit in the Certificate Distribution Account to such new Certificate Distribution Account.

  • Delivery of Share Certificates for Escrow Securities The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Deposits in the Escrow Account (1) Until such time as the Company has received the Primary Minimum, the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” or a recognizable contraction or abbreviation thereof. Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account. The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND RESIDENTIAL PROPERTIES TRUST, INC.” or such similar designation as the parties may agree (the “Escrow Account”). Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B. (2) Until such time as the Company has received the Tennessee Minimum, the Tennessee Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (3) Until such time as the Company has received the Ohio Minimum, the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (4) Until such time as the Company has received the Pennsylvania Minimum, Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (5) Until such time as the Company has received the Washington Minimum, Washington Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Residential Properties Trust, Inc.” The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Washington Subscribers (or from the Dealer Manager or Dealers transmitting monies from Washington Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account. (6) Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 3(b). Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 3(b), the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 3(b), neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

  • Additional escrow securities If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.

  • Escrow Shares If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.