Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit transfer of the Restricted Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be entitled to conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Holder shall have no liability for any act or omissions hereunder while acting in good faith in the exercise of his or her own judgment.
Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit transfer of the Stock only in accordance with this Agreement or instructions signed by both parties. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. Notwithstanding anything else herein, the Escrow Holder (including persons and entities acting on behalf of or under authority of Escrow Holder), (i) shall have no liability for any act or omission hereunder unless it is shown that such act or omission was intentional and in bad faith, (ii) may act in accordance with any advice of counsel or any order, judgment or decree of any court, whether or not final, (iii) in the event of any dispute, the Escrow Holder may, in his or her sole discretion, take the course of action it deems appropriate or take no action whatsoever, and (iv) shall in no event be required to seek legal counsel but may do so at the Company's expense.
Instructions to Escrow Holder. To the Escrow Holder, written instructions, duly executed by Seller, instructing Escrow Holder to disburse the Deposit to Seller.
Instructions to Escrow Holder. Seller and Buyer shall each be entitled to submit escrow instructions to the Escrow Holder in connection with the Closing. Seller and Buyer shall, in addition, execute such further escrow instructions as the Escrow Holder may reasonably require in connection with the Closing as long as such instructions are consistent with the provisions of this Agreement and the escrow instructions of Seller and Buyer. In the event of any conflict between the terms and conditions of this Agreement and the provisions of any escrow instructions prepared by Seller, Buyer or the Escrow Holder, the terms and conditions of this Agreement shall control.
Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit the transfer or repurchase of the Unvested Stock only in accordance with this Agreement or instructions signed by the Shareholder and an officer of the Company other than the Shareholder. If the Company's Repurchase Right is exercised, the Escrow Holder is hereby authorized to take all necessary and appropriate action, including, without limitation, the completion and delivery to the Company of Schedule A hereto, to effect the purposes of this Agreement. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by an officer of the Company other than the Shareholder. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his or her own judgment. Upon lapse of the Repurchase right, the Escrow Agent shall deliver to the Shareholder all documents, securities or other property belonging to Shareholder, and shall be discharged of all further obligations hereunder.
Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit the transfer or repurchase of Shares only in accordance with this Agreement upon instructions signed by the Purchaser and an officer of the Company other than the Purchaser. Notwithstanding anything to the contrary set forth in this Agreement, if the Company Repurchase Right and/or GAP Purchase Right is exercised, the Escrow Holder is hereby authorized to take all necessary and appropriate action, including, without limitation, the completion and delivery to the Company and/or GAP of Exhibit A hereto, to effect the purposes of this Agreement. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by an officer of the Company other than the Purchaser. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his or her own judgment. Upon lapse of the Company Repurchase Right and GAP Purchase Right with respect portions of the Unvested Shares in which the Purchaser acquires a vested interest pursuant to Section 3(d) hereof, the Escrow Holder shall, upon the Purchaser's request, promptly cause a new certificate to be issued for such released Unvested Shares and shall deliver such certificate to the Purchaser. Upon lapse of the Company Repurchase Right and GAP Purchase Right with respect to all of the Unvested Shares, the Escrow Agent shall deliver to the Purchaser all documents, securities or other property belonging to the Purchaser, and shall be discharged of all further obligations hereunder.
Instructions to Escrow Holder. If this Agreement and the Escrow terminate pursuant to the immediately preceding paragraph, Escrow Holder is hereby instructed to promptly (i) deliver a fully executed original of each of the Amended and Restated Option Agreement to DMC and the Owner, (ii) deliver all copies of the Sublease Assignment to DMC and (iii) deliver to Owner and DMC all other funds and documents deposited by them, respectively, into Escrow which are held by Escrow Holder on the date of said termination, less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation charges required to be paid by such party under Paragraph 5(e).
