Operation of Escrow Sample Clauses

Operation of Escrow. The Parties agree that the escrow created by this Agreement (the "Escrow") shall operate as follows: (a) Under the terms of the Reorganization and Stock Purchase Agreement, the Shares and the Issuer Warrants will be issued in the names of the BSM Shareholders in the amounts shown on the attached Exhibit B and then placed in Escrow under the terms of this Agreement until one of the following events occurs: (i) six (6) months pass after the Closing Date of the Reorganization and Stock Purchase Agreement (the "Deadline") and no event described in clause (ii) or (iii) below has previously occurred; (ii) prior to the Deadline, BSM and/or the BSM Shareholders take any action, or fail to take any action reasonably requested in writing by the Control Shareholders, where such act or omission (A) prevents or otherwise interferes with Issuer's and/or SSET's ability to comply with the terms of the Reorganization and Stock Purchase Agreement and/or the Spin-Off Agreement or (B) otherwise constitutes a breach by BSM and/or the BSM Shareholders of any of their obligations under and the Reorganization and Stock Purchase Agreement; (iii) prior to the Deadline, BSM and/or the BSM Shareholders take any action, or fail to take any action reasonably requested in writing by MBBRAMAR, Inc. ("MBB"), where such act or omission prevents or otherwise interferes with (A) SSET's and MBB's renegotiation of the Option (as defined in the Reorganization and Stock Purchase Agreement, attached hereto as Exhibit D) on terms acceptable to MBB or (B) any exercise by SSET of the renegotiated Option. If the terms of clause (i) above are satisfied, the BSM Shareholders shall thereafter be entitled to the Issuer Shares and the Issuer Warrants and the Issuer shall be entitled to the BSM Shares. If the terms of clause (ii) or (iii) above are satisfied, the Control Shareholders shall thereafter be entitled to the Issuer Shares and the BSM Shares shall be returned to the BSM Shareholders (with the Issuer Warrants then being canceled). While the Issuer Shares are in Escrow, Issuer's stock transfer agent shall be instructed to show the address of the BSM Shareholders with respect to the Shares in care of the Agent. (b) At such time as the BSM Shareholders, or the Control Shareholders believe they are entitled to their respective Escrowed Property under this Agreement, then that Party shall submit a request for dispersal of the Escrowed Property (a "Request for Dispersal") in the form attached hereto as ...

Operation of Escrow. (a) Upon receipt by the Escrow Agent of all of the Escrow Documents, the Escrow Shares and any other necessary related documentation to the satisfaction of ADH, ADH shall direct the Escrow Agent: (i) to release from escrow to ADH the Escrow Documents (excluding the Termination and Release Agreement, the Escrow Agreement, the Trustee Agent Escrow Agreement, the Transfer POA, the CCCSub Direction to Pay and the Post-Closing Escrow Agreement); (ii) to release from escrow and to remit to the Trustee Agent the Trustee Agent Escrow Agreement, the Transfer POA, CCCSub Direction to Pay, the Post-Closing Escrow Agreement and the Escrow Shares pursuant to the instructions set forth in Schedule “A” attached hereto (the Initial Instruction), and such documents and shares shall be delivered by the Escrow Agent to the Trustee Agent not later than the end of the Business Day next following the date of receipt of the Initial Instruction (or the end of the second Business Day next following the date of receipt of Initial Instruction, if such Initial Instruction is received after 11 a.m., Calgary time). (b) Upon release by the Escrow Agent of the items set forth in Section 4.1(a) of this Escrow Agreement, the TCN Closing shall have occurred. (c) Upon (i) CCC’s closing of the private placement pursuant to the PubCo Agreement, or (ii) a PubCo Arrangement, ADH or its nominee shall instruct the Escrow Agent to release from escrow to CCC, CCCSub and 2264793, the Termination and Release Agreement pursuant to the instructions set forth in Schedule “B” attached hereto (the Termination and Release Instruction). (d) Upon release by the Escrow Agent of the Termination and Release Agreement, the PubCo Closing shall have occurred. (e) If neither the TCN Closing nor the PubCo Closing has occurred by the Outside Date, this Escrow Agreement shall terminate and the Parties shall direct the Escrow Agent to return to the respective parties any items deposited by such party that are held by the Escrow Agent pursuant to this Escrow Agreement, pursuant to the instructions set forth in Schedule “C” attached hereto (the Escrow Release Instruction). (f) If the TCN Closing has occurred but the PubCo Closing has not occurred by the Outside Date, this Escrow Agreement shall continue in full force until the first anniversary of the Trustee Release Date at which time it shall terminate and the Parties shall direct the Escrow Agent to return to the respective parties any items that remain, deposited by s...

Operation of Escrow. The Parties hereto agree that the escrow created by this Agreement (the “Escrow”) shall operate as follows: (a) Upon receipt of a request for withdrawal from MaTech, which shall not exceed the maximum amount of Two Hundred Sixty Thousand Dollars ($260,000) (the “Maximum Monthly Withdraw Amount”) in any thirty day period, the Agent shall without further action remit such the amount requested to MaTech within three business days. (b) Upon the closing of any transaction pursuant to which MaTech receives cash proceeds of not less than One Hundred Thousand Dollars ($100,000), the Maximum Monthly Withdrawal Amount shall be reduced by ten percent (10%) of the net cash proceeds received by MaTech (the “Reduction”), but such Reduction shall not exceed One Hundred Sixty Thousand Dollars ($160,000). The Reduction shall continue for a number of months equal to the result of (i) the amount of cash proceeds received by MaTech, divided by (ii) the amount of such Reduction.

Operation of Escrow. The Parties hereto agree that the escrow created by this Agreement (the “Escrow”) shall operate as follows: (a) on or after April 10, 2006, both Xxxxxxx and Gold Leaf will send written confirmations and valid supporting documentation concerning and upon the fulfillment of each of Gold Leaf’s obligations under the Asset Purchase Agreement, the Transitional Agreement and the obligations set forth in Exhibit C (the “Obligations”); and (b) if the Agent does not receive said written confirmations and valid supporting documentation within 10 days following its due date, the Agent will send written notice to Gold Leaf regarding its failure to perform. If Gold Leaf fails to cure its nonperformance or defective performance within 30 days following receipt of such notice, the Agent will deliver the Asset Purchase Shares to Xxxxxxx; and (c) upon receipt by the Agent of all written confirmations and valid supporting documentation demonstrating fulfillment of the Obligations, the Agent will deliver the Asset Purchase Shares to Gold Leaf; and (d) upon receipt of the Initial Payment of the Purchase Price and each of the Subsequent Payments of the Purchase Price, as those terms are defined in the Transitional Agreement, the Agent will deliver to Gold Leaf the percentage of Xxxxxxx Shares that corresponds to the percentage of the Purchase Price represented by such payment.

Operation of Escrow. The Parties hereto agree that the escrow created by this Agreement (the “Escrow”) shall operate as follows: (a) Upon receipt of the Escrowed Property, the Agent shall make the following distributions: (i) $5,500 to Xxxxx & Associates; (ii) $2,000 to the outside accountant identified by the Company; and (iii) $15,500.00 to the Agent. (b) Upon receipt of a Notice of Conversion (in form as set forth in Exhibit A to the Note) from Access, the Agent shall send to the Company’s transfer agent the following items and shall request that the number of Shares set forth in the Notice of Conversion be issued and delivered to Access: (i) a copy of the applicable Notice of Conversion; (ii) a stock certificate representing at least the number of Shares set forth in the Notice of Conversion; (iii) a copy of the Instruction Letter; (iv) if applicable, a legal opinion executed by the Agent covering the issuance of the Shares set forth in the Notice of Conversion without restriction under Rule 144. The decision as to whether the issuance of the Shares set forth in the Notice of Conversion may be done without restrictive legend under Rule 144 shall be at the sole discretion of the Agent without any further input by the Company or the transfer agent. (c) If, at any time, the number of Shares held by the Agent is less than two (2) times the number of shares necessary to complete a conversion of the balance of the Note, then within three (3) business days of receipt of notice from the Agent, the Company shall deliver to the Agent that number of additional shares of its common stock so that the Agent maintains, at all times, at least two (2) times the number of shares necessary to complete a conversion of the balance of the Note. (d) Upon receipt of notice from Access that the Note has been satisfied in full, any remaining Shares shall be delivered to the Company and this Agreement shall automatically terminate.

Operation of Escrow. The Parties hereto agree that the escrow created by this Agreement (the “Escrow”) shall operate as follows: (a) Upon receipt of a notice of conversion executed by any of the Debenture Holders, or its duly authorized representative, which converts all or a portion of any of the Debentures (a “Conversion Notice”), the Agent shall (i) confirm the accuracy of the numbers contained in the Conversion Notice, (ii) provide a copy of the Conversion Notice to MaTech within two (2) business days of receipt, and (iii) cause that number of Shares so issuable as set forth in the Conversion Notice to be electronically transferred or journaled to the recipient designated in such Conversion Notice within three (3) business days of receipt. (b) Upon the repayment or conversion in full of the Debentures, the Agent shall return any Shares then in its possession to MaTech for cancellation. Until such shares are either transferred to a Debenture Holder upon conversion, or returned to MaTech for cancellation, such shares shall be deemed to be the property of Matech, shall not have voting rights, shall not be deemed outstanding, and shall not be transferable other than as set forth herein. (c) Any holder of the Debentures may cancel this Agreement, solely as it pertains to those Debentures held by the cancelling Debenture Holder, by providing written notice to the Agent. Upon such cancellation, the Agent shall return to such Debenture Holder or its designated representative the copy of the Debenture owned by such Debenture Holder. Upon the cancellation of this Agreement by all Debenture Holders, Agent shall return any remaining shares deposited pursuant hereto to Matech.

Operation of Escrow. The parties hereto agree that the escrow created by this Agreement (the "Escrow") shall operate as follows: (a) The Escrowed Property or a portion thereof from time to time, as determined by the Escrow Agent, shall be deposited with the Escrow Agent at 136 East South Temxxx, Xxxxx 0000-X, Xxxx Xxxx Xxxx, Xxxx 00000. Xxx Xxxxxxxx Xxoperty shall be held by the Escrow Agent until such time as ERMI produces docuxxxxation satisfactory to the Escrow Agent and Gene-Cell that Gene-Cell's debt obligations as set forth in Exhibit C to the Agreement and Plan of Reorganization, have been fully resolved and satisfied. Once Gene-Cell and the Escrow Agent are satisfied that the aforementioned debt obligations have been fully satisfied, Escrow Agent shall distribute the Escrowed Property as follows: (i) The 4,000,000 restricted shares of Gene-Cell, Inc., common stock to Robert E. Gower, 3000 Xxxxx Xxxxxn Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000.

Operation of Escrow. The parties hereto agree that the escrow created by this Escrow Agreement (the "Escrow") shall operate as follows: (a) All of the Escrowed Property shall be paid to the Agent and deposited in a special account (the "Escrow Account"). (b) The Escrowed Property shall be held by the Agent in the Escrow Account,subject to the provisions of Article 1.03(f) and 1.03(g), until the earlier of the closing of the Exchange Agreement or the cancellation and termination of the Exchange Agreement. (c) If the closing of the Exchange Agreement is completed and Bio Balance shall have prior to closing received gross proceeds from its currently pending private placement of Bio Balance equity securities of less than $6,000,000, the Agent shall, promptly after its receipt of written confirmation from both NYHC and Bio Balance, deliver all of the Escrowed Property to NYHC by a check drawn on the Escrow Account, subject to collection. (d) In the event the Agent does not receive the written confirmation described in Article 1.02 (c) above, and has received written notice from both NYHC and Bio Balance that either (i) Bio Balance has received gross proceeds of not less than $6,000,000 from its currently pending private placement of equity securities and that the closing of the Exchange Agreement has taken place, or (ii) the Exchange Agreement has been cancelled and terminated, the Agent shall deliver all of the Escrowed Property to Bio Balance in accordance with its instructions after receipt of such written notice, by a check drawn on the Escrow Account subject to collection.

Operation of Escrow. Upon the execution of this Agreement by Seller and Purchaser, and the acceptance of this Agreement by Escrow Agent in writing, this Agreement shall constitute the joint escrow instructions of Purchaser and Seller to Escrow Agent to open escrow for the consummation of the sale of the Transferred Assets to Purchaser pursuant to the terms of this Agreement. Upon Escrow Agent’s written acceptance of this Agreement, Escrow Agent is authorized to act in accordance with the terms of this Agreement. Purchaser and Seller shall execute Escrow Agent’s general escrow instructions upon request and may deliver supplemental closing instructions, provided, however, that if there is any conflict or inconsistency between such general escrow instructions or closing instructions and this Agreement, this Agreement shall control. Upon the Closing, Escrow Agent shall pay any sum owed to Seller with immediately available federal funds.

Operation of Escrow. The Parties hereto agree that the escrow created by this Agreement (the "Escrow") shall operate as follows: (a) Within two (2) business days of the Agent's receipt of the Anza Warrants, the Agent shall deliver the Anza Warrants to Gauld. (b) Upon the xxxeipt of a notice of conversion from Gauld with respect to any numxxx of the Anza Shares, then the Agent shall release that number of Anza Shares so converted to Anza. (c) Upon the receipt of a notice of termination from either Party, notifying the Agent that that certain Securities Exchange Agreement by and between Anza and Gauld has been terminated, txx Xgent shall release the Escrowed Property then in its possession in accordance with Section 1.02(d) below. (d) Upon the conversion of all of the Anza Shares, or the event described in (c) above,the Agent shall deliver any of the unconverted Anza Shares then in its possession to Anza, and any of the TQ Shares and/or cash from the sale of any TQ Shares or other assets, then in its possession to Gauld, and this Escrow shall xxxxxnate. (e) Notwithstanding the above, Peter Gauld shall be entitled xx xxxxxxxx the Escrow Agent to sell any amount of the TQ Shares held in escrow as long as the total value of TQ Shares and/or cash and/or other assets acceptable to Anza remaining in the escrow account is approximately $1,000,000.