Establishment of the Escrow Accounts Sample Clauses

Establishment of the Escrow Accounts. (a) Concurrent with the execution and delivery of this Agreement, (i) the Merger Agreement Parties are herewith delivering to the Escrow Agent duly executed originals or copies of the documents described on Schedule I hereto (the “Merger Escrow Documents”); (ii) MHRx is delivering duly executed original certificates representing all of the outstanding shares of common stock of the Company (the “Company Escrow Shares”); (iii) Parent is delivering duly executed original certificates representing the initial stock merger consideration to be issued under the Merger Agreement (which shares are registered in the names of the persons and in the amounts listed on Schedule VII hereto) (collectively, the “Merger Consideration Escrow Shares”); and (iv) the Merger Subs and the Company are delivering duly executed originals or copies of the certificates of merger to be filed pursuant to the Merger Agreement (the “Certificates of Merger”). (b) Concurrent with the execution and delivery of this Agreement, (i) the SPA Parties are herewith delivering to the Escrow Agent duly executed originals or copies of the documents described on Schedule II hereto (the “Securities Purchase Agreement Escrow Documents” and together with the Merger Escrow Documents, the “Escrow Documents”); (ii) each of the SPA Investors (or their co-investors) are delivering to the Escrow Agent cash in the amount set forth opposite its name on Schedule III hereto (the “SPA Cash”); and (iii) Parent is delivering duly executed original certificates representing the shares of Parent preferred stock (the “Convertible Shares”) being purchased by the SPA Investors (and their co-investors) under the Securities Purchase Agreement, which shares are registered in the names of the persons, and in the amounts listed on Schedule IV hereto (collectively, the “SPA Escrow Shares” and, together with the Merger Consideration Escrow Shares and the Company Escrow Shares, the “Escrow Shares”). (c) Concurrent with the execution and delivery of this Agreement, Parent is borrowing under the Credit Agreement and, at the request of Parent, the Administrative Agent is depositing with the Escrow Agent cash in the aggregate amount of $257,399,174.16 (the “Borrowed Cash”), of which $96,500,000 is referred to herein as the “Merger Consideration Cash” and $160,899,174.16 is referred to herein as the “Surplus Cash” (such Borrowed Cash, together with the SPA Cash, in each case, exclusive of any and all interest, profits and other income ...

Establishment of the Escrow Accounts. The Settlement Administrator shall establish the three Escrow Accounts, pursuant to the terms of Section 1.13, and maintain the Escrow Accounts as qualified settlement funds throughout the implementation of the Settlement in accordance with the Court’s Preliminary Approval Order and Final Approval Order.

Establishment of the Escrow Accounts. 2.1. The parties hereto shall establish an escrow account at the London branch of the Escrow Agent, and bearing the designation “Escrow Account for Vuzix Corporation IPO -Canadian” (the “Canadian Escrow Account”). 2.2. The parties hereto shall establish an escrow account at the New York City branch of the Escrow Agent, and bearing the designation “Escrow Account for Vuzix Corporation IPO — US” (the “US Escrow Account”) (the Canadian Escrow Account and the US Escrow Account are each an “Escrow Account” and collectively the “Escrow Accounts”). 2.3. On or before the date of the initial deposit in either Escrow Account pursuant to this Agreement, Canaccord shall notify the Escrow Agent in writing of the commencement date of the Offering (the “Commencement Date”). The Commencement Date shall be no earlier than the first date on which the Registration Statement has been declared effective by the SEC and the OSC has issued a receipt in accordance with Multilateral Instrument 11-102 – Passport System of the Canadian Securities Administrators and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions of the Canadian Securities Administrators evidencing that receipts for the final Canadian prospectus relating to the Offering have been issued for each province of Canada except Quebec. The Escrow Agent shall not accept any amounts for deposit in either Escrow Account prior to its receipt of such notification. 2.4. The Offering shall continue for a period (the “Offering Period”) from the Commencement Date through the 90th day after date on which the Registration Statement has been declared effective by the SEC. The last day of the Offering Period is referred to herein as the “Termination Date.” Except as provided in Section 4.3 hereof, after the Termination Date, neither the Offering Agents nor the Issuer shall deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers. Canaccord shall provide written notice to the Escrow Agent as to the Termination Date.

Establishment of the Escrow Accounts. (a) Concurrently with the execution of this Agreement, the Purchaser has deposited or caused to be deposited with the Escrow Agent: (i) unless the Tax Escrow Amount is zero, the Tax Escrow Amount to be deposited by the Escrow Agent into the Tax Escrow Account. (ii) the General Indemnity Escrow Amount to be deposited by the Escrow Agent into the General Indemnity Escrow Account, a portion of which General Indemnity Escrow Amount shall, on the date hereof, be funded by the Escrow Agent’s transfer of the Downpayment into the General Indemnity Escrow Account as contemplated by Section 2.2 and Section 2.3(c) of the Purchase Agreement and by the Downpayment Escrow Agreement.

Establishment of the Escrow Accounts