Escrow Period Sample Clauses
Escrow Period. The escrow period (“Escrow Period”) shall begin with the commencement of the Offering and shall terminate, in whole or in part, as applicable, upon the earlier to occur of the following:
a. The date upon which Escrow Agent has received the Escrow Amount cleared in the Escrow Account and the Issuer and/or Broker instructed a partial or full closing on those funds, provided, however, that the Escrow Amount does not exceed the Maximum Amount of the Offering.; or
b. The date which is one year from the date of qualification of the Offering by the Securities and Exchange Commission; or
c. The date upon which a determination is made by Issuer and/or their authorized representatives to terminate the Offering; or
d. Escrow Agent’s exercise of the termination rights specified in Section 8. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) neither Issuer nor the Broker are entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer, Broker or any third-party, or be subject to any debts, liens or encumbrances of any kind, until the contingency has been satisfied.
Escrow Period. The Escrow Period shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which subscription amounts for the Minimum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account. The Escrow Account shall remain open pending receipt of Securities to meet the Maximum Amount of the Offering; or
b. The first to occur of (i) the maximum offering amount being raised or (ii) 18-months from the qualification date or;
c. The date upon which a determination is made by Issuer to terminate the Offering prior to closing. During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the Issuer has triggered closing of such funds. Even after the sale of Securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the Offering Statement. Issuer represents that no funds have yet been raised for the Issuer. The parties acknowledge and agree that all funds received by the Escrow Agent from a Subscriber in the Offering will be deposited in the Escrow Account established by the Escrow Agent at the Bank.
Escrow Period. The Escrow Period shall begin with the commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:
a. The date upon which the Maximum Amount of securities required to be sold are sold in bona fide transactions that are fully paid for, with cleared funds, which is defined to occur when Escrow Agent has received gross proceeds of at least Minimum Amount of the Offering that have cleared in the Escrow Account and the Issuer has triggered a partial or full closing on those funds. Even after a partial close, for min/max and continuous offerings, Escrow shall remain open in order to clear investor funds, and to perform other tasks prior to the issuer selling securities to any investor; or
b. [ , 2017] (six month from the Offering being qualified by the SEC); provided, however, the Issuer and JumpStart may extend such date for an additional six months at its sole discretion upon written notice to the Escrow Agent; or
c. The date upon which a determination is made by Issuer and JumpStart to terminate the Offering prior to closing; or
d. Escrow Agent’s exercise of the termination rights specified in Section 9. During the Escrow Period, the Parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) Issuer is not entitled to any funds received into escrow, and that no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity, until the sale of such Securities to such Subscribers in bona fide transactions that are fully paid for, in accordance with rules and regulations applicable to the offering and as specified in the offering documents. Even after a sale of Securities to Subscribers, the Issuer or JumpStart may elect to continue to leave funds in the Escrow Account in order to protect investors as needed. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount permitted by the Offering Memorandum. Issuer represents that no funds have yet been raised for Duke Robotics, Inc. in the Offering and that all funds to be raised for Duke Robotics, Inc. in the Offering will be deposited in the Escrow Account established by Escrow Agent.
Escrow Period. The escrow period (the “Escrow Period”) shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates:
(a) the date on which the Escrow Agent confirms that it has received in the Escrow Account gross proceeds of $9,000,000 (the “Maximum”);
(b) May 31, 2006;
(c) the date on which the Underwriter and the Company notify the Escrow Agent that the Offering has been terminated in writing. During the Escrow Period, the Company is aware and understands that it is not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or any other entity, or be subject to the debts of the Company or any other entity.
Escrow Period. The escrow period (the “Escrow Period”) shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates:
(a) the date on which the Escrow Agent confirms that it has received in the Escrow Account gross proceeds of $_____________, representing the funds necessary to purchase the Shares (the “Maximum”);
(b) December 31, 2010; or
(c) the date on which the Underwriter and the Company notify the Escrow Agent in writing that the Offering has been terminated. During the Escrow Period, the Company is aware and understands that it is not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or any other entity, or be subject to the debts of the Company or any other entity.
Escrow Period. The escrow period (“Escrow Period”) shall begin with the commencement of the Offering and shall terminate, in whole or in part, as applicable, upon the earlier to occur of the following:
a. The date upon which the Maximum Amount of the Offering is received, in bona fide transactions that are fully paid for with cleared funds, which is defined to occur when Escrow Agent has received gross proceeds of the Maximum Amount of the Offering that have cleared in the Escrow Account and the Issuer and/or Broker instructed a partial or full closing on those funds.; or
b. The date upon which a determination is made by Issuer and/or their authorized representatives to terminate the Offering; or
c. Escrow Agent’s exercise of the termination rights specified in Section 8. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) neither Issuer nor the Broker are entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer, Broker or any third-party, or be subject to any debts, liens or encumbrances of any kind, until the contingency has been satisfied by the sale of the Minimum Amount of the Offering to such Subscribers in bona fide transactions that are fully paid and cleared.
Escrow Period. The escrow period (“Escrow Period”) shall begin with the commencement of the Offering and shall terminate, in whole or in part, as applicable, upon the earlier to occur of the following:
a. The date upon which the Minimum Amount of the Offering is received, in bona fide transactions that are fully paid for with cleared funds, which is defined to occur when Escrow Agent has received gross proceeds of at least the Minimum Amount of the Offering that have cleared in the Escrow Account and the Issuer and/or Broker instructed a partial or full closing on those funds.; or
b. June 1, 2021, if the Minimum Amount of the Offering has not been reached; or
c. The date upon which a determination is made by Issuer and/or their authorized representatives to terminate the Offering; or
d. Escrow Agent’s exercise of the termination rights specified in Section 8. During the Escrow Period, the parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) neither Issuer nor the Broker are entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of Issuer, Broker or any third-party, or be subject to any debts, liens or encumbrances of any kind, until the contingency has been satisfied by the sale of the Minimum Amount of the Offering to such Subscribers in bona fide transactions that are fully paid and cleared.
Escrow Period. The term of this Escrow Agreement shall begin on the effective date of the Statement and shall terminate in accordance with Section 7 below.
Escrow Period. Subject to the following requirements, the Escrow Fund shall remain in existence until June 5, 2005 (the "ESCROW TERMINATION DATE") (the "ESCROW PERIOD"). Upon the expiration of the Escrow Period, the Escrow Fund shall terminate with respect to all Escrow Shares; provided, however, that the number of Escrow Shares, which, in the reasonable judgment of Buyer, subject to the objection of the Shareholders' Representative (as defined in Section 10.7 below) and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are necessary to satisfy any unsatisfied claims specified in any officer's certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the Escrow Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved, the Escrow Agent shall deliver, net of the Deficit Adjustment Shares, to the Indemnifying Shareholders all Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Shares to the Indemnifying Shareholders pursuant to Section 10.5 below and the Escrow Agreement shall be made in proportion to their respective original contributions to the Escrow Fund.
Escrow Period. Distribution upon the First and Second Escrow Release Dates. Subject to the requirements set forth in this Section 7.2(b), the Escrow Fund shall remain in existence immediately following the Closing Time and shall terminate at 5:00 p.m., California Time on the Second Escrow Release Date (as defined below). As used herein "First Escrow Release Date" shall mean the earlier of (i) the date thirty (30) days after the date of delivery by BackWeb Parent's independent auditors to BackWeb Parent of signed, audited consolidated financial statements for the BackWeb Parent fiscal year ended December 31, 1997 and (ii) May 1, 1998. BackWeb Parent shall notify the Escrow Agent in writing of the establishment of the First Release Date. As used herein "Second Escrow Release Date" shall mean the date being six months after the First Escrow Release Date. The First Escrow Release Date and the Second Escrow Release Date are referred to herein collectively as the "Escrow Release Dates." On the First Escrow Release Date, a portion of the Escrow Fund shall be released from escrow to the Holders in Escrow as reasonably practicable in proportion to their respective Proportionate Escrow Interest in an amount equal to one half of the entire Escrow Amount, less any Holdover Amount (as defined below). On the Second Escrow Release Date, a portion of the Escrow Fund shall be released from escrow to the Holders in Escrow as reasonably practicable in proportion to their respective Proportionate Escrow Interest in an amount equal to the entire Escrow Amount then remaining in the Escrow Fund less any Holdover Amount. As soon as all claims relating to a Holdover Amount have been resolved, the Escrow Agent shall deliver to the appropriate Holders in Escrow the remaining portion of the Escrow Fund not required to satisfy such claims and the Escrow Fund shall be terminated. Deliveries of Escrow Amounts from the Escrow Fund to the Holders in Escrow pursuant to this Section 7.2(b) shall be made in proportion to their respective Proportionate Escrow Interest as reasonably practicable. As used herein "Holdover Amount" shall mean (y) any amounts previously returned for cancellation to the Surviving Corporation including, without limitation, such amounts returned pursuant to Section 1.7 of this Agreement and (z) any additional amount which, in the reasonable judgment of BackWeb Parent, subject to the objection of the Agent and subsequent arbitration of the matter in the manner provided in Section 7.2...