Escrow Arrangement Sample Clauses

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 of...

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. The Company and the Purchaser shall enter into an escrow arrangement with Epst▇▇▇ ▇▇▇k▇▇ & ▇reen, P.C. (the "Escrow Agent") in the form of Exhibit B hereto respecting payment against delivery of the Shares.

Escrow Arrangement. (a) At any time prior to the obtaining of the NJBPU Approval and/or the FPSC Approval, the Borrower shall have an option to request, and the Agent and each Lender hereby agrees, subject to satisfaction of the conditions of Sections 2.6 and 6.1 of the Credit Agreement (determined as if Section 2 hereof had been given effect)(other than (x) the obtaining of the NJBPU Approval and the FPSC Approval, and (y) the extension of the Termination Date under the Credit Agreement), and receipt by the Agent of at least three Business Days prior written notice thereof, that each Lender shall make Delayed Draw Term Loans pursuant to Section 2.1; provided that (i) (A) the proceeds of the Delayed Draw Term Loans, (B) the fee payable in connection with borrowing of the Delayed Draw Term Loans pursuant to Section 2.4b(b) of the Credit Agreement, (C) the Extension Fee under the Credit Agreement and (D) the Amendment Fee hereunder (but not the costs and expenses under Section 4(a)(iii) hereof) to be funded into an escrow account maintained by the Agent at The Bank of New York (the "Escrow Account") and (ii) all invoiced reimbursable expenses of the Agent incurred on or prior to the date of such funding (including without limitation the reasonable fees and disbursements of the Agent's special counsel, Dewey Balla▇▇▇▇▇ ▇▇▇) ▇▇▇▇▇ be paid by the Borrower prior to or substantially contemporaneously with funding the proceeds of the Delayed Draw Term Loans into the Escrow Account. All of such funds shall be automatically released on the date when the Agent receives the evidence satisfactory to the Agent that the NJBPU Approval and the FPSC Approval have been obtained, in each case, in form and substance reasonably satisfactory to the Agent and Section 2 hereof and Section 2 of Amendment No. 3 to the NUI Corporation Credit Agreement, dated as of August 20, 2004 among NUI Corporation, the Agent thereunder on behalf of the Required Lenders thereunder, the Guarantors party thereto and the Lenders listed on Schedule 2.1A thereto shall have become effective to the respective payees as follows: (x) the Agent shall receive, for the account of each Lender, an aggregate amount equal to the sum of the fees specified in clauses (B), (C) and (D) above and all other fees and expenses then due and payable pursuant hereto and (y) the Borrower shall receive the remainder of the funds in the Escrow Account. For the avoidance of doubt, (i) the interest on the Delayed Draw Term Loans shall start to acc...

Escrow Arrangement. The Company and the Purchaser shall enter into an escrow arrangement with Epstein Becker & Green, P.C. (the "Escrow Agent") in ▇▇▇ ▇▇rm ▇▇ 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").

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 October 18, 2008, or the condition in Section 2.2(c) has not been satisfied within 60 days of the execution of this Agreement, 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 Chemesis Milestone Shares will be registered in the name of GSRX and will be deposited into an escrow account maintained by Chemesis’ transfer agent, Odyssey Trust Company, pursuant to the terms of an escrow agreement to be entered into among Odyssey Trust Company, Chemesis and GSRX, and shall be released: (a) to Chemesis in the event that GSRX terminates the Option pursuant to Section 5.5 prior to the achievement of the Milestones by NVPR; or (b) to Chemesis in the event that NVPR terminates the Option pursuant to Section 5.2 (the “Escrow Arrangement”).