Escrowed Property. The Parties will deposit with the Escrow Agent the property described in the attached Schedule A (collectively referred to as the ---------- "Escrowed Property").
Escrowed Property. 1.01 Each of the Stockholders has this day delivered to the Escrow Agent that number of Exchange Shares set forth next to his signature on the signature page hereof, which Exchange Shares aggregate 252,864 shares (hereinafter referred to collectively as the "Escrowed Property").
1.02 The Escrow Agent acknowledges receipt of negotiable certificates for the Escrowed Property issued in the names of each of the Stockholders with blank stock powers attached properly executed by the Stockholders, and the Escrow Agent agrees to hold or dispose of the Escrowed Property and any other collateral in accordance with the terms of this Escrow Agreement.
1.03 All dividends and other distributions (whether of cash, securities or other property) upon or in respect of any of the Escrowed Property and all property receivable in substitution or exchange therefor shall be included with and constitute part of the Escrowed Property.
Escrowed Property. Schixxxxxxx xxxl deposit with the Escrow Agent 40,000 shares of PentaStar common stock (the "Shares"), which will be held by the Escrow Agent in a separate account the sole assets of which will consist of the Shares and certain shares of PentaStar common stock issued in connection with the acquisition by PentaStar of certain other businesses (the "Escrow Account"). The certificates for the Shares shall be delivered with appropriate stock powers duly executed in blank.
Escrowed Property. (a) The Grantor shall deposit with the Escrow Agent funds for the Escrow Account (as defined below) as follows:
(i) $800,000,000.00, representing the original offering price of the Notes, which amount the Grantor shall deposit, or shall have caused to be deposited, with the Escrow Agent in cash by wire transfer in immediately available funds concurrently with the execution and delivery hereof and the issuance of the Notes;
(ii) $18,083,333.33, representing interest that shall accrue on the Notes from March 15, 2023 (the “Issue Date”) up to and including June 30, 2023, which amount the Grantor shall have, or shall deposit, or shall have caused to be deposited, with the Escrow Agent in cash by wire transfer in immediately available funds concurrently with the execution and delivery hereof and the issuance of the Notes; and
(iii) $5,166,666.67, representing interest that shall accrue on the Notes for each month following June 30, 2023, which amount the Grantor shall deposit, or shall cause to be, deposited with the Escrow Agent in cash by wire transfer in immediately available funds on the date that is five (5) Business Days prior to the last day of each month beginning on June 30, 2023, and ending on August 31, 2023 (in each case, unless the Escrow Release has occurred) (any deposits made pursuant to this clause (iii), “Additional Deposits”). As a result of the simultaneous deposits made pursuant to clauses (i) and (ii) above, the aggregate amount deposited with the Escrow Agent on the date hereof will be $818,083,333.33 (the “Initial Deposit” and, together with any Additional Deposits, the “Deposits”), which amount the Grantor has determined is sufficient to redeem in cash the Notes, in whole but not in part, in an amount equal to 100% of the original offering price of the Notes plus accrued and unpaid interest from the Issue Date to, but excluding, June 30, 2023.
(i) The Escrow Agent shall accept the Deposits and shall deposit such funds and the proceeds thereof in a separate identifiable account bearing the account number 269108000 with account name “Rxxxxxx Bros Hldg 7.75% Nts due 2031,” established at the Escrow Agent (the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Escrow Account shall be under the control (within the meaning of Section 8-106, 9-106 and 9-104 of the UCC) of the Trustee and, notwithstanding any other provisions of this Agreement, the Escrow Agent shall comply with all entitlement orders and instructi...
Escrowed Property. Except as otherwise set forth herein, the Escrow Agent shall hold, release, deliver and otherwise deal with the Escrowed Property as follows:
Escrowed Property. Each Chilean POA shall be deemed to be Escrowed Property for all purposes set forth in Sections 2.4 and 5.1.5.
Escrowed Property. The initial funds to be deposited with the Financial Institution and the Escrow Agent will be as follows:
(a) Concurrently with the execution and delivery hereof and the issuance of the Notes, as provided in the Purchase Agreement, the Representative of the Initial Purchasers will deposit, or cause to be deposited, with the Financial Institution $394,000,000.00 and the Grantor will deposit, or cause to be deposited, with the Financial Institution $14,125,000, in each case in cash or by wire transfer in immediately available funds (the “Initial Deposit”), which amounts collectively represent an amount sufficient to redeem in cash the principal amount of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the interest that would accrue to, but excluding, September 5, 2018, if the Notes are required to be redeemed pursuant to Section 3.09 of the Indenture. The Escrow Agent shall have no responsibility to monitor or enforce the obligation of any party to make a deposit into the Escrow Account. The Escrow Agent has no responsibility for determining whether the amount of the Initial Deposit or any other deposit in the Escrow Account is sufficient for any intended purpose.
(b) The Financial Institution will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as hereinafter defined) and the proceeds of the foregoing in account number 276070000 maintained by the Financial Institution in the name of the Trustee (such account, the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the entitlement holder with respect to the Escrowed Property and the Escrow Account. The Grantor will not have any access to the Escrow Account or the Escrowed Property, other than in accordance with Section 1.05 hereof. The Initial Deposit, the Escrow Account and all funds or securities now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments on any of the foregoing (collectively the “Distributions”) received or receivable in respect of any of the foregoing, together with all proceeds of any of the foregoing are collectively referred to herein as “Escrowed Property.”
Escrowed Property. (a) Simultaneously with the execution and delivery hereof, the Buyer has deposited in escrow with the Escrow Agent, share certificates, in the names of each of the Sellers representing 168,750 shares, in the aggregate, of Parent Common Stock (the "Escrowed Shares"). The 168,750 shares have been divided among the Sellers in accordance with each Seller's "Percentage of Interest" as set forth on Schedule A to the Purchase Agreement. The Escrow Agent hereby acknowledges receipt of the Escrowed Shares.
(b) The Escrow Agent shall maintain custody of the Escrowed Shares, as well as the Stock Powers (as defined below) and any other securities of any kind paid as a dividend or distribution (whether regular, special or liquidating) upon the Escrowed Shares or any such other securities (collectively the "Subsequently Escrowed Securities"), in a manner consistent with the manner in which a reasonably prudent institution would maintain custody of securities owned by it. The Escrow Agent shall maintain custody of any cash paid upon the Escrowed Shares or any Subsequently Escrowed Securities, whether as a dividend or distribution (regular, special, or liquidating), and any interest earned thereon (collectively "Escrowed Funds") in an interest-bearing money market account.
(c) Simultaneously with the execution and delivery hereof, each Seller has deposited with the Escrow Agent a stock power, duly executed in blank, covering the Escrowed Shares in the name of such Seller (collectively the "Stock Powers"). The Escrow Agent hereby acknowledges receipt of the Stock Powers.
(d) For purposes of this Agreement, the term "Escrowed Property" shall refer to the Escrowed Shares, any Subsequently Escrowed Securities, any Escrowed Funds and the Stock Powers.
Escrowed Property. The indemnity obligation of the Shareholders under Section 6.2 shall be satisfied solely out of the Escrowed Property in accordance with the Escrow Agreement. To make a claim against the Escrowed Property, the Indemnified Parties must deliver a Claim Notice within 8 months of the Closing Date.
Escrowed Property. 1.01 Each of the Stockholders agrees to deliver to Escrow Agent certificates representing the number of outstanding shares of common stock (the "Common Stock") of IWI set forth next to such stockholder's name on the signature page hereof (the "Escrow Certificates"). The Escrow Certificates delivered to the Escrow Agent are hereinafter referred to collectively as the "Escrowed Property."
1.02 The Escrow Agent agrees to hold or dispose of the Escrowed Property in accordance with the terms of this Escrow Agreement.
1.03 All dividends and other distributions (whether of cash, securities or other property) upon or in respect of any of the Escrowed Property and all property receivable in substitution or exchange therefor shall be included with and constitute part of the Escrowed Property.
1.04 All shares of Common Stock included in the Escrowed Property shall be voted in accordance with the instructions of the Stockholders.
