Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset.
(b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”).
(c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent.
(d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.
(e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section.
(f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it.
(g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or...
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) Provided that the Escrow Funds total at least $75,000 at or before 4:00 p.m., _____________________ time, on _________, 2001, (or ___________, 2001 if extended by the Company by written notice to the Escrow Agent given on or before _________, 2001), or on any date prior thereto, the Escrow Funds (or any portion thereof) shall be paid to the Company or as otherwise instructed by the Company, within one (1) business day after the Escrow Agent receives a written release notice in substantially the form of Exhibit A attached hereto (a "Release Notice") signed by an authorized person of the Company and thereafter, the Escrow Account will remain open for the purpose of depositing therein the subscription price for additional securities sold by the Company in the Offering, which additional Escrow Funds shall be paid to the Company or as otherwise instructed by the Company upon receipt by the Escrow Agent of a Release Notice as described above; and
(b) if the Escrow Agent has not received a Release Notice from the Company at or before 4:00 p.m. ________________ time, on __________, 2001, (or ____________, 2001 if extended by the Company by written notice to the Escrow Agent given on or before _________________ , 2001), and the Escrow Funds do not total at least $75,000 at such time and date, then the Escrow Funds shall be returned to Subscribers. In the event that at any time the Escrow Agent shall receive from the Company written instructions signed by an individual who is identified on Exhibit B attached hereon as a person authorized to act on behalf of the Company, requesting the Escrow Agent to refund to a Subscriber the amount of a collected check or other funds received by the Escrow Agent, the Escrow Agent shall make such refund to the Subscriber within one (1) business day after receiving such instructions.
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) In the event that the Company and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to said Investor without interest or offset.
Release of Escrow Funds. (1) Subject to applicable law and as further described in the Prospectus, none of the Escrow Funds in the Escrow Account will be released from the Escrow Account until the earliest of: (i) the closing by the Corporation of a Qualifying Transaction within the Permitted Timeline; (ii) a redemption (on the closing of a Qualifying Transaction or on an extension of the Permitted Timeline, each as provided herein) by holders of, or an Automatic Redemption of, Class A Restricted Voting Shares; (iii) a Winding-Up of the Corporation; and (iv) the requirement of the Corporation to pay taxes on the interest or certain other amounts earned on the Escrow Funds (including, if applicable, as described herein, under Part VI.1 of the Tax Act arising in connection with the redemption of the Class A Restricted Voting Shares), and for payment of certain expenses, as described herein.
(2) If the Corporation is unable to complete a Qualifying Transaction within the Permitted Timeline, the Escrow Agent, as instructed by the Corporation, will be required to complete the liquidation of the Escrow Account on behalf of the Corporation, and as promptly as reasonably possible, on an automatic redemption date specified by the Corporation (such date to be within 10 days following the last day of the Permitted Timeline), to distribute in accordance with the Written Automatic Redemption Instructions, in respect of the automatic redemption of 100% of the outstanding Class A Restricted Voting Shares, at a per-Class A Restricted Voting Share price, payable in cash, equal to the Automatic Redemption Amount, subject to applicable law.
(3) In conjunction with the meeting (if required by the Exchange’s rules at the time of the Qualifying Transaction) of shareholders of the Corporation to be held within the Permitted Timeline to vote on whether to proceed with the Corporation’s Qualifying Transaction (or in the event of a meeting of shareholders of the Corporation to vote on whether to approve an extension to the Permitted Timeline to up to 36 months), and irrespective of whether they vote for or against, or do not vote on, the Qualifying Transaction (or any proposed extension to the Permitted Timeline), holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption prior to the fifth Business Day before the applicable meeting (or, if no such meeting is r...
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) Provided that the Escrow Funds total at least $500,000 at or before 4:00 p.m., Salt Lake City time, on August 22, 2000, (or September 22, 2000 if extended by the Company by written notice to the Escrow Agent given on or before August 22, 2000), or on any date prior thereto, the Escrow Funds (or any portion thereof) shall be paid to the Company or as otherwise instructed by the Company, within one (1) business day after the Escrow Agent receives a written release notice in substantially the form of Exhibit A attached hereto (a "Release Notice") signed by an authorized person of the Company and thereafter, the Escrow Account will remain open for the purpose of depositing therein the subscription price for additional securities sold by the Company in the Offering, which additional Escrow Funds shall be paid to the Company or as otherwise instructed by the Company upon receipt by the Escrow Agent of a Release Notice as described above; and
(b) if the Escrow Agent has not received a Release Notice from the Company at or before 4:00 p.m. Salt Lake City time, on August 22, 2000, (or September 22, 2000 if extended by the Company by written notice to the Escrow Agent given on or before August 22, 2000), and the Escrow Funds do not total at least $500,000 at such time and date, then the Escrow Funds shall be returned to Subscribers. In the event that at any time the Escrow Agent shall receive from the Company written instructions signed by an individual who is identified on Exhibit B attached hereon as a person authorized to act on behalf of the Company, requesting the Escrow Agent to refund to a Subscriber the amount of a collected check or other funds received by the Escrow Agent, the Escrow Agent shall make such refund to the Subscriber within one (1) business day after receiving such instructions.
Release of Escrow Funds. 4.1 Payments during the term of the Agreement or on termination of the Agreement
4.1.1 The Escrow Agent is hereby irrevocably authorised by each of the Buyers and the Sellers to pay and, subject to receipt of the monies payable by the Buyers into the Escrow Account pursuant to and in accordance with the Agreement, the Escrow Agent hereby irrevocably undertakes, as soon as practicable following the receipt of an Escrow Payment Letter duly signed by both the Sellers and the Buyers, to pay such amount as is referred to in the relevant Escrow Payment Letter to the following bank account of the Sellers or the Buyers (as the case may be): Sellers: BANK USD: Bank Name: The Hongkong and Shanghai Banking Corporation Branch name: COLLYER QUAY BRANCH Address: 00 XXXXXXX XXXX, #00-00 XXXX XXXXXXXX, XXXXXXXXX 000000 Swift Code: XXXXXXXX Bank Code: 7232 USD current account no.: 000-000000-000 Favouring: Maersk Tankers Singapore Pte Ltd
Release of Escrow Funds. 4.1. The Escrow Agent shall release the Escrow Funds, together with any and all interest earned on the Escrow Funds from the date such amount was deposited with the Escrow Agent up to the date of such release, to Seller three business days after the Escrow Agent's (i) receipt from Seller of notice of the failure of the conditions of Article VIII to be fulfilled at the Closing Date and of a copy of the Bankruptcy Court Approval Order or (ii) receipt of notice from Seller of termination of the Stock Purchase Agreement pursuant to Section 10.1(b) of the Stock Purchase Agreement or (iii) receipt from Seller of a copy of the Bankruptcy Court Approval Order and the items listed in Article IX(c), (d), (g) and (h) of the Stock Purchase Agreement or (iv) upon receipt of notice from Seller that the Closing has occurred.
4.2. The Escrow Agent shall release the Escrow Funds, together with any and all interest earned on the Escrow Funds from the date such amount was deposited with the Escrow Agent up to the date of such release, to Purchaser three business days after the Escrow Agent's (i) receipt from Purchaser of notice of termination of the Stock Purchase Agreement pursuant to Section 10.1(c), 10.1(d) or 10.3(b) of the Stock Purchase Agreement or (ii) receipt from Purchaser of a copy of the Bankruptcy Court Approval Order and of notice that the items listed in Article IX(c), (d), (g) and (h) of the Stock Purchase Agreement has not been received by it nor has it waived receipt of such items and that the Closing has not occurred.
4.3. The Escrow Agent shall release one-half of the Escrow Funds, together with any and all interest earned on such portion of the Escrow Funds, to each of the Purchaser and Seller not later than three business days after receipt by the Escrow Agent of notice from Purchaser of termination of the Stock Purchase Agreement pursuant to Section 10.3(a) thereof.
4.4. In the event that the Escrow Agent receives any instrument in writing, signed by Purchaser and Seller, directing the release of the Escrow Funds, the Escrow Agent shall release the Escrow Funds in accordance with such instrument. In the event that an order is entered by any court of competent jurisdiction directing the Escrow Agent to release the Escrow Funds, the Escrow Agent shall release the Escrow Funds in accordance with such order. In the event of any dispute regarding the release of the Escrow Funds, if Seller is successful in such dispute, Purchaser and Lori shall be jointly an...
Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:
(a) If the Representative advises the Escrow Agent and the Company in writing on or prior to [______], 202[_] (the date that is eighteen (18) months after the Closing Date, as defined in the Underwriting Agreement by and between the Representative and the Company dated [______]) (the “Final Termination Date”) that there are indemnification amounts payable to the Representative or another Underwriter Indemnified Party by the Company pursuant to Sections 5.1.1 and 5.1.2 of the Underwriting Agreement that have not been paid by the Company, the Representative shall specify the amount due and payable in its notice, and the Escrow Agent shall wire transfer such amount to the Representative, provided such amount is collected and available for withdrawal and subject to Escrow Agent’s receipt of a joint written instruction from the Company and the Representative as set forth in Exhibit A-1. The Company shall not unreasonably withhold, delay or condition its execution of such Escrow Release Notice.
(b) Promptly following the Final Termination Date, the Escrow Agent shall pay all remaining Escrow Funds by wire transfer to the Company in accordance with a joint written instruction in the form of Exhibit A-2 of the Company and the Representative. The Representative shall not unreasonably withhold, delay, or condition its execution of such Escrow Release Notice.
(c) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. The Escrow Agent may act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order.
Release of Escrow Funds. The Escrow Funds shall not be distributed to Seller until that date which is twelve (12) months after the Closing Date, and shall only be distributed in accordance with the terms and conditions of the Escrow Agreement. In the event that Buyer shall have perfected, prior to the expiration of such 12-month period, a claim for indemnification pursuant to Article 4, Buyer shall endeavor in good faith to determine a reasonable estimate of the maximum amount of such claim and shall instruct the Escrow Agent to distribute any excess amount of Escrow Funds to Seller in accordance with the terms of the Escrow Agreement.
