Liquidation of Investments. The Escrow Agent shall liquidate any investments in the Escrow Fund necessary to provide funds in order to make any payments required by this Escrow Agreement in accordance with written instructions given to it by Seller with regard to the priority of investments to be so liquidated. If Seller fails to give the Escrow Agent such written instructions, the Escrow Agent shall use its discretion in liquidating sufficient investments to pay any amounts due hereunder in a timely manner.
Liquidation of Investments. Unless otherwise directed by notice executed by Seller and Buyer, all payments required by Section 2 shall be made in cash by means of wire or interbank transfer in immediately available funds. When necessary to provide funds in order to make any payments required by Section 2, Escrow Agent shall liquidate any investments held by it as it may, in its sole and absolute discretion, determine to be necessary to make such
Liquidation of Investments. If Trustee receives no instructions from Grantor for the liquidation of assets pursuant to Section 4.6, Trustee shall liquidate the Trust Fund in the following order, liquidating the entire amount of each class of funds before liquidating additional funds from the next class sufficient to make a distribution:
Liquidation of Investments. If necessary to satisfy any distributions under this Agreement the Escrow Agent may sell or liquidate, in its sole discretion, any one or more investments prior to maturity and the Escrow Agent shall not be liable to Seller or to Buyer for any loss or penalties resulting from or relating to such sale or liquidation; provided that the payee may (i) extend any payment period in this Section 6 in order to avoid any loss of income or principal from a premature liquidation of an escrow investment and/or (ii) opt in writing to receive securities from the Escrow Account rather than immediately available funds.
Liquidation of Investments. At the direction of the Company or any Investment Manager, the Trustee shall sell or liquidate such investments of the Funds as may be specified. The proceeds of any such sale or liquidation shall be credited pro rata to the Fund or Funds to which such investments were credited prior to such sale or liquidation.
Liquidation of Investments. Escrow Agent is authorized to liquidate, in accordance with its customary procedures and without notice to the other parties hereto, any portion of the Escrow Account consisting of investments, including the Parent Common Stock (but in that case only upon the written instructions of the Stockholder Representative), and Escrow Agent shall not be liable or responsible for any loss, charge, load, premium costs and/or penalty resulting from any such sale or liquidation. In any case in which the Stockholder Representative instructs the Escrow Agent to sell shares of Parent Common Stock pursuant to a registration statement effective under the Securities Act of 1933 the Stockholder Representative shall deliver copies of the final prospectus (or the final prospectus as amended or supplemented) to purchasers of shares of Parent Common Stock or their brokers at or prior to the written confirmation of the sale. If an investment is liquidated, the proceeds of the liquidation will not be available for distribution until Escrow Agent has received funds from the sale or liquidation of the investment.
Liquidation of Investments. If necessary to satisfy any distributions under this Agreement, the Escrow Agent may sell or liquidate, in its reasonable discretion, any one or more investments prior to maturity and the Escrow Agent shall not be liable to the Depositor or to the Buyers for any loss or penalties resulting from or relating to such sale or liquidation, however the persons entitled to such distribution hereunder may extend any payment period in paragraph (a) above in order to avoid any loss of income or principal from a premature liquidation of an escrow investment. All releases of Escrow Property shall be made by wire transfer of immediately available funds to the appropriate party at the account specified in the applicable distribution notice, or in such other manner as agreed to between the appropriate party and the Escrow Agent.
Liquidation of Investments. If necessary to satisfy any distributions under this Agreement, including distributions for the Escrow Agent’s fees and expenses not paid directly by the Interested Parties as provided herein, the Escrow Agent may sell or liquidate, any one or more investments prior to maturity and the Escrow Agent shall not be liable to the Interested Parties for any loss or penalties resulting from or relating to such sale or liquidation. However, the Interested Party entitled to any such distribution may elect to extend any payment period in this Section 3 in order to avoid any loss of income or principal from a premature liquidation of an escrow investment.
Liquidation of Investments. The Company shall, on or before January 31, 2008, and shall cause each of the Company Subsidiaries to, liquidate the equity investments of the Company or any such Subsidiary; provided that the Company is able to do so without violating any Insurance Law. The parties will work together to determine mutually acceptable ongoing investment portfolio practices to be followed following the date of this Agreement and prior to Closing.
Liquidation of Investments. Cash Transfers”), (2) the financing sources for Xxxxxx’s debt financing have confirmed that the debt financing will be funded in accordance with the terms thereof at the closing of the merger (assuming the substantially concurrent funding of the equity financing under the common stock purchase agreements with the existing Denali stockholder investors and the availability of the target amount of cash on hand to be made available by each of EMC and Denali), and (3) Denali and Dell do not make available the amount of cash on hand to be made available by Denali for the purpose of financing the transactions contemplated by the merger agreement (see “The Merger Agreement—Denali Cash on Hand”), then the reverse termination fee payable by Dell shall instead be $6 billion; or • the merger agreement is terminated by Denali where the merger was not completed by the outside date in circumstances where EMC could have terminated the agreement due to a breach of covenants by Denali, Dell or Merger Sub or due to a breach of the representations and warranties of Denali, Dell or Merger Sub related to the financing of the transactions contemplated by the merger agreement or the Class V Common Stock. For example, Xxxxxx would be obligated to pay the reverse termination fee to EMC as required by the second bullet immediately above if the merger agreement is terminated by EMC because Denali and Merger Sub fail to complete the closing as required by the merger agreement solely as a result of Denali’s failure to obtain its debt financing. Concurrently with the execution of the merger agreement, Xxxxxx entered into common stock purchase agreements, referred to as the common stock purchase agreements, with (1) Silver Lake Partners III, L.P. and Silver Lake Partners IV, L.P., referred to as the SLP investors, (2) Xxxxxxx X. Xxxx and the Xxxxx Xxxxxxxxx Dell Separate Property Trust, referred to as the MD investors, (3) MSDC Denali Investors, L.P. and MSDC Denali EIV, LLC, referred to as the MSD Partners investors and, together with the MD investors and the SLP investors, the existing Denali stockholder investors, and
