Escrow of Proceeds; Escrow Conditions Sample Clauses

Escrow of Proceeds; Escrow Conditions. (a) Unless the Merger is consummated substantially concurrently with the Issue Date, on the Issue Date, the Issuer, the Escrow Agent and the Trustee shall enter into the Escrow Agreement and on the Issue Date, the Issuer shall deposit or cause to be deposited, an amount equal to the net proceeds of the offering of the Notes sold on the Issue Date, plus an amount equal to at least five days of interest accrued on the Notes, into an escrow account established at the Escrow Agent in the name of the Issuer (the “Escrow Account” and together with such deposited amount and all funds, securities or other property now or hereafter credited to the Escrow Account, plus all investments, interest, dividends, proceeds and other distributions and payments on any of the foregoing, the “Escrowed Property”). In addition, on or prior to the date that is five Business Days prior to the last day of each month, from and including May 2018 through and including November 2018 (in each case, unless the Escrow Release has occurred), the Issuer shall deposit or cause to be deposited into the Escrow Account an amount of cash equal to the amount of interest that will accrue on the Notes from (and including) the first day of the following month through (and including) the last day of such following month.
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Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Property”). In addition, pursuant to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31, 2014, and ending on April 30, 2015 (in each case, unless the Escrow Release Date has occurred), the Issuer will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a por...
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Escrow of Proceeds; Escrow Conditions. (a) The Issuers shall enter into the Escrow Agreement with the Trustee and U.S. Bank National Association, as escrow agent and as securities intermediary and bank (in such capacity, together with its successors, the “Escrow Agent”). In accordance with the Escrow Agreement, (1) the Issuers shall deposit (or cause to be deposited) an amount equal to the gross proceeds of the offering of the Secured Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and (2) either (x) the Issuers will also deposit (or cause to be deposited) in cash or (y) Holdings or its Affiliates will cause the issuing lenders under STG’s existing revolving credit facility to issue letters of credit for the benefit of the Escrow Agent and the Holders of the Secured Notes (or a combination of (x) and (y)), in each case of (x) and (y), in an amount that, when taken together with the proceeds of the offering of the Secured Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Secured Notes on September 1, 2019, if a Special Mandatory Redemption were to occur on such date (collectively and, together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”).
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Escrow of Proceeds; Escrow Conditions. (a) The Issuer shall enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuer shall deposit the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account” and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). The Escrowed Property shall be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers to the Escrow Agent the Officer’s Certificate (as defined in the Escrow Agreement) referred to in the Escrow Agreement, (ii) the Escrow End Date and (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b). The Escrow Agreement shall provide that the Escrow Agent shall invest the Escrowed Property in such Eligible Escrow Investments as the Issuer may from time to time direct in writing.
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Escrow of Proceeds; Escrow Conditions. (a) On the Issue Date, the Issuer will enter into the Escrow Agreement with the Trustee, the Secured Notes Trustee and the Escrow Agent, pursuant to which the Issuer will deposit (or cause to be deposited) with the Escrow Agent into the Escrow Account, an amount equal to the gross proceeds of the offering of the Notes sold on the Issue Date. The Escrowed Property will be controlled by the Escrow Agent, on behalf of the Trustee and the Holders of the Notes. Interest will be calculated and payable on the Notes in accordance with the provisions of this Indenture.
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Escrow of Proceeds; Escrow Conditions. (a) On the Issue Date, the Issuer will enter into the Escrow Agreement with the Trustee, the Unsecured Notes Trustee and the Escrow Agent, pursuant to which the Issuer will deposit (or cause to be deposited) with the Escrow Agent into (i) the Dollar Escrow Account, an amount equal to the gross proceeds of the offering of the Dollar Notes sold on the Issue Date, and (ii) the Euro Escrow Account, an amount equal to the gross proceeds of the offering of the Euro Notes sold on the Issue Date. The Dollar Escrowed Property will be controlled by the Escrow Agent, on behalf of the Trustee and the Holders of the Dollar Notes. The Euro Escrowed Property will be controlled by the Escrow Agent, on behalf of the Trustee and the Holders of the Euro Notes. Interest will be calculated and payable on each Series of Notes in accordance with the provisions of this Indenture.
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Related to Escrow of Proceeds; Escrow Conditions

  • Escrow of Funds Pursuant to the Escrow Agreement, a copy of which is attached hereto as Exhibit "A" (the "Escrow Agreement"), executed by the Company, the Agent and the escrow agent (the "Escrow Agent"), the subscribers shall place all funds for purchase of Securities for each Closing in an escrow account. The Company shall have the right to approve or object the subscriptions of each subscriber, as described in the Subscription Agreement prior to each closing. At such time as subscribers, subscribing for at least $100,000 of Securities, have delivered to the Escrow Agent their signed subscription documents, those subscribers have been approved by the Company, and all other Closing conditions have been met, Escrow Agent shall release the subscription funds and signed documents to the Company and release the certificates representing the Securities to the subscribers (the "Initial Closing"). In the event that the Initial Closing shall be for an amount of Securities less than $700,000, the Offering may be continued, and additional Closings may be held (each a "Subsequent Closing") throughout the Offering Period. In addition, the Agent shall have the right to act as agent for the sale of additional Debentures or Securities as set forth in Section 5 herein.

  • 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.

  • Escrow Property The Purchase Price and the Certificates delivered to the Escrow Agent as contemplated by Sections 1(c) and (d) hereof are referred to as the "Escrow Property."

  • Disbursements from Escrow Funds to Pay Escrow Agent The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

  • Initial Escrow Amount; Issuance of Escrow Receipts The Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars ("Dollars") and immediately available funds equal to $56,000,000 for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt of such sum from the Underwriters, to confirm such receipt by executing (by manual or facsimile signature) and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (an "Escrow Receipt"), (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest ("Escrow Interest") in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the "Register") maintained by the Escrow Agent in the same name and same manner as the Certificate to which it is attached and may not thereafter be detached from such Certificate to which it is to be affixed prior to the distribution of the Final Withdrawal (the "Final Distribution"). After the Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.

  • Release from Escrow (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8.

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • 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.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

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