Escrow of Purchase Price. (a) Simultaneously with the execution and delivery of a counterpart to this Agreement by a Purchaser, such Purchaser shall promptly cause a wire transfer of immediately available funds (U.S. dollars) in an amount representing such Purchaser's Subscription Amount, as set forth on such Purchaser's signature page, to be paid to the non-interest bearing escrow account of Placement Agent Counsel, set forth on Exhibit G hereto (the ---------- aggregate amounts being held in escrow are referred to herein as the "Escrow Amount"). Placement Agent Counsel shall hold the Escrow Amount in escrow until (i) Placement Agent Counsel receives written instructions from the Company and the Placement Agent authorizing the release of the Escrow Amount in accordance with Section 2.1, (ii) the Outside Date if the Closing shall not have occurred, ----------- or (iii) Placement Agent Counsel's receipt of written instructions from the Company and/or the Placement Agent that the Agreement has been terminated in accordance with Section 6.18 (and, in the case of (ii) and (iii), Placement ------------- Agent Counsel shall return to each Purchaser or terminating Purchaser, as the case may be, the portion of the Escrow Amount each such Purchaser delivered to Placement Agent Counsel). The Company hereby authorizes the Placement Agent Counsel to release from the Escrow Amount, at the Closing, without further action or deed (other than receipt of the written instructions from the Company and the Placement Agent authorizing the release of the Escrow Amount), the (i) Cash Placement Agent Fee (as defined in Section 3.1(w)) to the Placement Agent, -------------- (ii) the Placement Agent Counsel Fee, and (iii) the Net Escrow Amount to the Company.
Escrow of Purchase Price. (a) In accordance with the Escrow Agreement, but in any event no later than simultaneously with the execution and delivery of this Agreement and the other Principal Agreements required to be executed on the date hereof by the parties hereto and thereto, Eco Telecom shall deposit with the Escrow Agent by wire transfer of immediately available funds that portion of the Purchase Price as is specified opposite Eco Telecom's name in Schedule 2.02. Thereafter, such portion of the Purchase Price shall be held in escrow, shall accrue interest as set forth in the Escrow Agreement, and shall be returned to Eco Telecom or paid over to the Issuer, in each case, in accordance with this Agreement and the Escrow Agreement.
(b) If a meeting of shareholders of the Issuer approves such transactions contemplated by this Agreement and the other Principal Agreements as are required to be approved by such shareholders on or prior to July 27, 2001, the Issuer shall promptly execute and deliver to the Escrow Agent pursuant to Clause 5(2)(ii) of the Escrow Agreement the certificate and payment instruction referred to therein.
(c) When all of the conditions precedent to the Closing specified in Article VIII (other than delivery of the Purchasers' Shares) and Article IX (other than the payment of the Purchase Price) have been (or are capable of being) fulfilled (or waived in writing, as applicable), the Issuer and Eco Telecom shall execute and deliver to the Escrow Agent and the Account Bank a Final Closing Notice.
Escrow of Purchase Price. With respect to Eco Telecom, from and after the date on which US$50,000,000 of the Purchase Price specified opposite Eco Telecom's name in Schedule 2.02 has been deposited with the Escrow Agent and until such portion of the Purchase Price has been repaid to Eco Telecom or paid to the Issuer, in each case, in accordance with the terms of the Escrow Agreement, shall ensure and hereby covenants and agrees that no Liens securing Indebtedness of Eco Telecom shall attach to such portion of the Purchase Price.
Escrow of Purchase Price. Following the execution of this Agreement by the parties hereto and as promptly as practicable after the satisfaction of the conditions specified in Sections 6.2 (c) and (d) hereof, EMAP shall deposit the full Purchase Price by wire transfer of immediately available funds into an escrow account controlled by Dentxx Xxxx (xxe Escrow Agent"), pursuant to an Escrow Agreement (the "Escrow Agreement") substantially in the form of Exhibit "B" attached hereto, which shall be duly and validly executed by VJN, EMAP and the Escrow Agent on or prior to the date of this Agreement.
Escrow of Purchase Price. At the Closing, the Buyer shall cause the Purchase Price to be deposited with Advocate Xxxxxx Xxxxxx, who agrees to act as escrow agent (the "Escrow Agent"), under an escrow agreement in the form attached hereto as Appendix 2 (the "Escrow Agreement"). The Escrow ---------- Agent shall hold and distribute the Purchase Price in accordance with the provisions of the Escrow Agreement.
Escrow of Purchase Price. Subject to the provisions of this ------------------------- Agreement, the aggregate purchase price of sixty two thousand five hundred dollars ($62,500) shall be held in Escrow pursuant to the terms of a separate escrow agreement substantially similar to the one attached hereto as exhibit "B." The funds shall be released according to following schedule.
a) No funds shall be released until the Company files its form 10KSB for December 31, 2002, and its form 10QSB for March 31, 2003, and filing of its taxes for the years 1999, 2000, 2001, and 2002. Upon the filing of the forms 10KSB and 10QSB, and filing of past years tax returns, the escrow agent, subject to the terms and conditions of the escrow agreement, shall release the funds as follows:
i) twenty one thousand dollars ($21,000) shall be released to the Company's auditors as payment of all amounts owed to the auditor as payment in full for its services to the Company (see Exhibit "C");
ii) Ten Thousand dollars ($10,000) to the Company's attorneys for all amounts owed to the attorneys as payment in full for their services to the Company (see Exhibit "D");
iii) Thirty One Thousand ($31,500) representing the balance of the sixty two thousand five hundred dollars ($62,500) shall be paid to Cybernic Holdings, inc. to purchase its and Mr. Blom's aggregate positiox xx xxxx million two hundred thousand forty (4,200,040) shares of the Company's Common Stock.
b) All funds released to the Company's accountant, attorneys and creditors totaling an aggregate of Thirty One Thousand Dollars ($31,000) shall be treated as having first been paid to the Company for the purchase of the shares set forth in Article I hereof.
Escrow of Purchase Price. At Closing Date One Million Dollars ($1,000,000) in cash and One Hundred Eighty-One Thousand Eight Hundred Eighteen (181,818) shares of CNCP Stock of the Merger Consideration defined in Section 2.2 shall be deposited in an escrow account pursuant to the terms and conditions of the Escrow Agreement attached as Exhibit 2.3.
Escrow of Purchase Price. Simultaneously with the execution of this ------------------------ Agreement, RMK and MWN ("Escrow Agents") have opened an interest-bearing bank account at CoreStates Bank entitled "Escrow Account Regarding the Xxxxxx Transaction" ("Escrow Account"). Interest on the Escrow Account shall be reported to the Purchaser's taxpayer I.D. number and Escrow Agents shall remit all interest earned in the Escrow Account to Purchaser promptly within five days of the Escrow Agents receiving the bank statement for the Escrow Account. Simultaneously upon the execution of this Agreement, the Purchaser shall fund to the Escrow Account by wire transfer an amount equal to Two Million Two Hundred Thousand ($2,200,000) Dollars ("Escrow Funds"). On and after the date of this Agreement's execution, Purchaser and Sellers shall cooperate with each other in calculating the amount of the Purchase Price due under Section 1.7(a) of the Purchase Agreement as adjusted under Section 1.7(b) of the Purchase Agreement. Upon the date that the Closing Conditions are satisfied, as defined in Paragraph 5 below, the Purchaser shall pay the cash portion of the Purchase Price to the Collective Account, as defined in the Purchase Agreement, less the Escrow Funds. The Escrow Funds shall be distributed by the Escrow Agents as set forth in Paragraph 5 below.
Escrow of Purchase Price. (a) The Company, New IAC and JPMorgan Chase Bank, N.A., (in such capacity, the “Escrow Agent”) have entered into, or shall enter into, an Escrow Agreement substantially in the form attached as Exhibit A hereto (the “Escrow Agreement”). Purchaser and the Company agree that the Company may direct the Escrow Agent to release the Purchase Price, as the Company may direct, in the event that the Closing occurs. The Company agrees to promptly deliver an instruction to the Escrow Agent to release the Purchase Price to the Purchaser (if applicable) in the event of the termination of this Agreement if the Closing does not occur, and the Purchaser covenants and agrees with the Company that the Company may instruct the Escrow Agent to wire the Purchase Price to the account set forth on the signature page to this Agreement, without any further confirmation with or from the Purchaser.
Escrow of Purchase Price. All of the Purchase Price delivered on the Closing Date, except for an amount equal to $2,386,250 of the Purchase Price which shall be delivered to the Company on the Closing Date, shall be held in an escrow account maintained by American Stock Transfer & Trust Company, LLC and not released to the Company until Stockholder Approval (as defined herein) is obtained.
