Escrow of Net Proceeds Sample Clauses

Escrow of Net Proceeds. (a) Unless the Acquisition shall have been consummated simultaneously with the consummation of the offering of the Notes, the maximum Escrow Proceeds will be placed by the Issuers in escrow until the satisfaction of the conditions described below. The terms of the escrow will be set forth in the Escrow Agreement, pursuant to which the Issuers will deposit with the Escrow Agent on the Issue Date the Escrow proceeds. The Issuers will grant the Trustee, for the benefit of the Holders subject to any lien of the Escrow Agent, a first priority security interest in the escrow account and all deposits and investment property therein to secure the Special Mandatory Redemption. (b) Certain funds held in the Escrow Account will be released to the Issuers in accordance with the Escrow Agreement upon delivery by the Issuers to the Escrow Agent and the Trustee of an Officers’ Certificate certifying that, prior to or concurrently with the release of funds from the Escrow Account (clauses (1) through (2) below, collectively, the “Escrow Conditions”): (i) (a) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the agreements governing the Acquisition (other than the payment of Purchase Price (as defined in the Transaction Agreement) and other than those conditions that by their terms are to be satisfied simultaneously with the consummation of the Acquisition) and (B) the Acquisition will be consummated on substantially the terms described in the prospectus substantially concurrently with the release of funds on deposit with the Escrow Agent; and (ii) no Event of Default shall have occurred and be continuing under the Indenture.
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Escrow of Net Proceeds. The Issuer shall have deposited or caused to be deposited the net proceeds from the sale of the Securities received by the Issuer, together with sufficient cash and U.S. Government Obligations (as defined in the Pricing Disclosure Package) to fund a special mandatory redemption of the Securities in accordance with the terms of the Indenture on September 5, 2018.
Sample 1
Escrow of Net Proceeds. (a) Unless the Acquisition shall have been consummated simultaneously with the consummation of the offering of the Notes, the Company, the Trustee and the Escrow Agent shall enter into the Escrow Agreement and, in connection therewith, the Escrowed Property (as defined below) will be placed by the Company in escrow until the earliest of (i) the date on which the Company delivers to the Escrow Agent the Officers’ Certificate referred to in Section 4.25(b), (ii) the Escrow End Date, (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in clause (ii) of Section 3.07 and (iv) the date that is three Business Days after the Company fails to timely deposit (or cause to be timely deposited) any amounts required under Section 3(b) of the Escrow Agreement on any applicable deposit date. The terms of the escrow shall be set forth in the Escrow Agreement, pursuant to which the Company shall deposit with the Escrow Agent into an escrow account (the “Escrow Account”), on the Issue Date, the gross proceeds (after deducting the underwriting discount) from the offering of the Notes together with additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Company taking into account investment income therefrom and proceeds thereof) to fund a Special Mandatory Redemption (as defined below) of the Notes on February 28, 2013, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to three days of interest accrued on the Notes (collectively, and together with any other funds or property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). In addition, pursuant to the Escrow Agreement, unless the Escrow Release Date (as defined below) has occurred, the Company shall deposit with the Escrow Agent on the date that is five Business Days prior to the last day of each month, beginning with February 28, 2013 and ending with June 30, 2013, an amount of cash equal to one month of interest accrued on the Notes (or with respect to the deposit five Business Days prior to June 30, 2013, equal to interest from July 1, 2013 to July 21, 2013) (in each case, as calculated in accordance with the terms of this Indenture). The Company shall grant the Trustee, for the benefit of the Holders, subject to any Lien of the Escrow Agent, a first priority security interest in the Escrow Account and all deposits and investment property therein to secure...
Sample 1

Related to Escrow of Net Proceeds

  • Release from Escrow of New Securities (1) As soon as reasonably practicable after the Escrow Agent receives: (a) a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign (i) stating that it is a successor issuer to the Issuer as a result of a business combination and whether it is an emerging issuer or an established issuer under the Policy, and (ii) listing the Securityholders whose new securities are subject to escrow under section 6.5, the escrow securities of the Securityholders whose new securities are not subject to escrow under section 6.5 will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent in accordance with section 2.3. (2) If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged. (3) If the Issuer is (a) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs 18 months or more after the Issuer’s listing date, all escrow securities will be released immediately; and (b) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs within 18 months after the Issuer’s listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal instalments on the day that is 6 months, 12 months and 18 months after the Issuer’s listing date.

  • Application of Net Proceeds The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Net Proceeds The Company will apply the net proceeds from the Offering and the sale of the Private Placement Warrants received by it in a manner consistent with the applications described under the caption “Use of Proceeds” in the Statutory Prospectus and the Prospectus.

  • Escrow of New Securities If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities if, immediately after completion of the business combination: (a) the successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy); (b) you are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and (c) you hold more than 1% of the voting rights attached to the successor issuer’s outstanding securities (In calculating this percentage, include securities that may be issued to you under outstanding convertible securities in both your securities and the total securities outstanding.)

  • Escrow Fund Prior to any amount being distributed to any Company Holder pursuant to Section 2.6, the Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fund.

  • Trust Account Proceeds Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.

  • Subordinated Share of Net Sales Proceeds The Subordinated Share of Net Sales Proceeds shall be payable to the Advisor in an amount equal to 10% of Net Sales Proceeds remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 8% Return and 100% of Invested Capital. Following Listing, no Subordinated Share of Net Sales Proceeds will be paid to the Advisor.

  • Proceeds The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.

  • Working Capital Trust Account Proceeds Upon consummation of the Offering, $250,000 of the proceeds from the sale of the Firm Units will be released to the Company to fund the working capital requirements of the Company, and the remainder of the proceeds from the sale of the Firm Units will be deposited into the Trust Account and held pursuant to the terms of the Trust Agreement.

  • Escrow Account 31.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement. 31.1.2 The nature and scope of the Escrow Account are fully described in the agreement (the “Escrow Agreement”) to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Senior Lenders through the Lenders‟ Representative, which shall be substantially in the form set forth in Schedule-S.

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