Escrow Arrangement. The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.
Escrow Arrangement. If within thirty (30) days after the effective date of a Change of Control, Executive's employment has not been terminated, the Company shall, at the request of Executive, deposit with an escrow agent, pursuant to an escrow agreement between the Company and such escrow agent, a sum of money, or other property permitted by such escrow agreement, which is substantially sufficient in the opinion of the Company's management to fund the amounts due to Executive set forth in Section 3 of this Agreement. The escrow agreement shall provide that such agreement may not be terminated until the earlier of (i) Executive's employment has terminated and all amounts due to Executive as set forth in this Agreement have been paid to Executive or (ii) two (2) years after the effective date of the Change of Control.
Escrow Arrangement. (a) The Significant Shareholder hereby covenants and agrees that the amount of $3,000,000 (the “Initial Escrow Amount”) shall be automatically netted out of the portion of the Closing Merger Consideration payable to the Significant Shareholder pursuant to this Agreement and deposited by Purchaser, at the Closing, into a separate, interest-bearing escrow account (the “Escrow Account”) with JPMorgan Chase Bank, N.A. (the “Escrow Agent”), established pursuant to the terms of the Escrow Agreement, among the Escrow Agent, the Holders’ Agent, and Purchaser, substantially in the form attached hereto as Exhibit L (the “Escrow Agreement”). The Purchaser shall pay all Taxes owed in respect of any net income or gain realized by the Escrow Account on a current basis. The Escrow Agent shall distribute cash to the Purchaser in an amount equal to the income Tax liability of Purchaser on such income or gain, using the tax rate to which such income or gain was subject as determined by the Purchaser (with an appropriate reduction in such tax rate attributable to imputed interest expense deductions reasonably expected to be realized by the Purchaser in respect of current and future payments to the Significant Shareholder of any Escrow Funds) (and the Purchaser and the Holders’ Agent shall give instructions to the Escrow Agent to such effect). Subject to the preceding sentence, the Escrow Funds shall be held, invested and distributed in accordance with the terms of the Escrow Agreement and in accordance with this Article II, Section 6.5(g) and Section 9.6(b).
(b) Subject to Section 2.17(e), (i) on the fifth Business Day following each occurrence of a Tax Resolution, the Purchaser and the Holders’ Agent shall deliver joint written instructions to the Escrow Agent to release, in accordance with Section 2.17(c), from the balance of the Escrow Funds in the Escrow Account, the amount required to be paid pursuant to the Tax Resolution up to the remaining balance of the Escrow Funds, and (ii) the Purchaser and the Holders’ Agent shall deliver joint written instructions to the Escrow Agent to release, in accordance with Section 2.17(c), any amounts requested by the Holders’ Agent to be paid to the applicable Taxing Authority to reduce the outstanding liability for any Covered Tax Matter, provided that such request is supported by written documentation substantiating that the amounts so requested will reduce such liability.
(c) If the amount to be released pursuant to Section 2.17(b) ...
Escrow Arrangement. The Company and the Purchaser shall enter into an escrow arrangement with Epstxxx Xxxkxx & Xreen, P.C. (the "Escrow Agent") in the form of Exhibit B hereto respecting payment against delivery of the Shares.
Escrow Arrangement. 7.1. As security for the faithful performance by the Stockholder of the terms of this Agreement and to ensure the availability for delivery of the Shares upon exercise of the Company’s right to repurchase as set forth in Section 3, the Stockholder agrees to deliver to and deposit with the Company, as escrow agent (herein called in this capacity the “Escrow Agent”), concurrently with the execution hereof, a stock assignment duly endorsed to the Company (with date and number of Shares blank), together with the certificate or certificates evidencing the Shares. Said documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the terms hereinafter provided:
7.2. In the event the Company exercises its right to repurchase as set forth in Section 3, the Company shall give to the Stockholder and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in Section 5 above to such Stockholder for the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such Stockholder.
7.3. The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder...
Escrow Arrangement. The Company and the Purchaser shall enter into an escrow arrangement with Epstein Becker & Green, P.C. (the "Escrow Agent") in the Form of Exhixxx X xexxxx xespecting payment against delivery of the Shares.
Escrow Arrangement. Each Purchaser shall be deemed to have irrevocably instructed the Escrow Agent to deliver such Purchaser’s Escrowed Funds to such bank account(s) of the Company as the Company shall have specified to the Escrow Agent on the Effective Date, subject only to the Escrow Agent having received a certificate, dated the Effective Date, executed by the Company certifying that the Registration Statement shall have been declared effective by the Commission. Following delivery to the Escrow Agent of the certificate referred to in this Section 2.3, (i) the Escrow Agent shall promptly cause the Escrowed Funds to be sent by wire transfer to the bank account(s) specified by the Company in writing, and (ii) the Company shall cause to be delivered to The Bank of New York a single certificate for Ordinary Shares, registered in the name of The Bank of New York or its designee, on the Effective Date, and shall thereafter cause The Bank of New York to immediately issue ADRs registered in the name of such Purchaser or its designee, representing the number of Shares acquired by such Purchaser, in accordance with Section 4.10 hereof. If the Company has not delivered to the Escrow Agent a certificate certifying that the Registration Statement shall have been declared effective by the Commission, on or before March 15, 2007, then the Company shall deliver to the Escrow Agent a notice terminating the Offering upon the receipt of which the Escrow Agent shall distribute the Escrowed Funds to each Purchaser.
Escrow Arrangement. The Company and the Purchasers shall ------------------ enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of Exhibit B hereto respecting payment against delivery of --------- the Shares.
Escrow Arrangement. To secure payment of the benefits provided for in this Section 4 the Company agrees to establish an irrevocable escrow account (the “Escrow Account”) at a national bank acceptable to Dee (the “Bank”) promptly upon the earliest to occur of (i) Dee’s receipt in writing of notice of termination of his employment upon a Change in Control, (ii) public notice of Change in Control, (iii) an agreement in principle to effect a Change in Control, or (iv) the date of consummation of a Change in Control (“Change in Control Date”). The amount of security required on deposit in the Escrow Account shall be the maximum cash amount that the Company would be required to pay to Dee under Section 4. The escrow amount established pursuant to this Section 4(d) shall be maintained on deposit in the Escrow Account until receipt by the Bank of written acknowledgement by Dee that he has received all amounts payable to him by the Company under Section 4 or otherwise releases such amounts. Amounts deposited in the Escrow Account shall be paid out by the Bank only to Dee or his designated beneficiary, in such amount as Dee shall certify to the Bank as the amount he is owed by the Company and that the Company has not paid under Section 4 of this Agreement, or to the Company, to the extent that any amount remains on deposit in the Escrow Account after the Company shall have made all payments hereunder that it shall be obligated to make or until Dee shall release such amounts to the Company by written release. If any amount payable to Dee pursuant to Section 4 is not paid by the Company or the Bank when due, interest on such payments shall accrue at the rate of one percent (1%) per month, or the highest rate allowed by law, whichever is lower, until all overdue payments are paid in full.
Escrow Arrangement. Parent has delivered to Fidelity National Title Insurance Company, as escrow agent (the "Escrow Agent") $25,000,000 (the "Cash Collateral") in cash or an irrevocable letter of credit in the amount of the Cash Collateral, substantially in the form attached hereto as Exhibit H, with such changes as shall be reasonably satisfactory to Seller and from a bank reasonably satisfactory to Seller (the "Letter of Credit") to secure the obligation of Parent and Buyer to pay certain fees and expenses pursuant to Section 7.2 and to be held in accordance with the terms of an Escrow Agreement dated as of the date hereof among the Escrow Agent, Seller, Seller Partnership and Parent (the "Escrow Agreement").
