Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims.
(b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the...
Release of Escrow Shares. Under no circumstances should the ------------------------ -- terms of the escrow agreement require the Escrow Agent to release or distribute Escrow Shares or property (or take similar action, such as making a draw on an underlying letter of credit) sooner than two (2) business days after the Escrow Agent has received the requisite notices or paperwork in good form, or passage of the applicable claims period or release date, as the case may be.
Release of Escrow Shares. The Escrow Shares shall be released by the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the “Release Date”) less: (a) any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Escrow Agent’s business days (“Business Days”) after the Release Date, Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a “Release Notice”) setting forth the number of Escrow Shares to be released by the Escrow Agent (the “Released Escrow”), including the number of Escrow Shares to be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the “Retained Escrow”). Parent and the Indemnification Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall be authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Escrow Agent shall deliver (by overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as set forth in Schedule A attached hereto. Schedule A shall be amended, as necessary, by Parent with the written consent of the Indemnification Representative. The Escrow Agent shall not be required to take such actio...
Release of Escrow Shares. Subject to the terms and conditions of the Escrow Agreement, all the Escrow Shares shall be released to FRHL, free and clear of all encumbrances.
Release of Escrow Shares. The Escrow Agent is not the stock transfer agent for the Parent capital stock. Accordingly, whenever a distribution of a number of shares of Parent Common Stock and Series D Stock is to be made, the Escrow Agent must requisition the appropriate number of shares from the Parent’s corporate secretary acting as the stock transfer agent, delivering to it the appropriate stock certificates. For purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Common Stock and/or Series D Stock to the Person entitled to it when the Escrow Agent has delivered such certificates, duly endorsed with appropriate transfer documentation, to such stock transfer agent with instructions to deliver it to the appropriate Person.
Release of Escrow Shares. 4.1 The Escrow Shares issued to PCR hereunder shall be released to PCR on the following basis:
(a) one escrow share for each $0.97 in the value of the interests to be acquired by Minco from PCR hereunder in any of the PCR Properties, based on a valuation report to be prepared by a qualified independent consultant, less any expenditures required to be made by Minco, pursuant to the PCR Agreements or otherwise, in order to earn its interests in such Properties; provided that all required Chinese governmental approvals in order to perfect the interests to be acquired by Minco hereunder have been obtained for each of the Properties that are the subject of the valuation report;
(b) one escrow share for each $0.97 in the value of the interest in any New Projects (as defined in paragraph 6 herein) acquired by Minco pursuant to this Agreement or the T-C Investment Participation Agreement, such value to be determined on the same basis and subject to the same provisions as described in sub-paragraph 4.1
(a) above, mutatis mutandis;
(c) one Escrow Share for every $1.81 expended by Minco, PCR, Teck, Cominco, Temco or any other third party expending monies (including PCR's joint venture partner in Temco, Orient) or on exploration and development of the PCR Properties or of any New Projects acquired by Minco pursuant to this Agreement or the T-C Investment and Participation Agreement, exclusive of general and administrative expenses, determined in accordance with the provisions applicable to natural resources issuers under Local Policy Statement #3-07 of the British Columbia Securities Commission; and
(d) one Escrow Share for every $0.97 in cumulative Cash Flow, as hereinafter defined, from the operations of Minco on the PCR Properties and any New Projects as defined in paragraph 6 herein and as determined in accordance with generally accepted accounting principals and by reference to Minco's annual audited financial statements, provided that each PCR Property and each New Project will be considered separately without taking into account any negative cash flow chat may exist in any other PCR Property or New Project.
4.2 For the purposes of subparagraph 4.1
Release of Escrow Shares. Subject to Section 6 hereof, the Escrow Agent is hereby authorized to release the Escrow Shares, only as follows:
(a) on each of the following release dates: Release Dates Percentage of Total Escrow Shares to be Released On the date that is 6 months after the Closing Date 15% On the date that is 9 months after the Closing Date 15% On the date that is 12 months after the Closing Date 15% On the date that is 15 months after the Closing Date 15% On the date that is 18 months after the Closing Date 15% On the date that is 21 months after the Closing Date 15% On the date that is 24 months after the Closing Date 10% (b) to effect permitted transfers in accordance with Section 8 hereof;
(c) on the Escrow Period Termination Date for any Remaining Escrow Shares, or,
(d) at any time upon receipt of a written notice substantially in the form attached hereto as Schedule B, signed by the Purchaser and the Vendor, the Escrow Agent shall release the specified amount of Escrow Shares to the party specified in such notice. In the event that the stock exchange where Purchaser’s shares are listed for trading imposes on the Vendors escrow terms that are more restrictive than the release dates listed above, the parties agree that the more restrictive terms will be binding on the parties, and this agreement will be amended by way of a supplemental agreement to include such terms in place of the terms indicate is subsection 7(a) above.
Release of Escrow Shares. The Escrow Agent shall on May __, 2001 (the "TERMINATION DATE") deliver to each Shareholder any dividends or other distributions received pursuant to SECTION 3 and a certificate or certificates evidencing the remaining number of such Shareholder's Escrow Shares, if any, less that number of Escrow Shares as shall represent (at the Per Share Price, calculated as of the date of receipt by the Escrow Agent of the Certificate of Instruction) any amounts designated in Certificates of Instruction received by the Escrow Agent prior to the Termination Date that have not been canceled in accordance with paragraph (d), (e) or (f) of SECTION 5. At such time on or following the Termination Date as all Certificates of Instruction received by the Escrow Agent prior to the Termination Date have been canceled in accordance with paragraph (d), (e) or (f) of SECTION 5, the Escrow Agent shall promptly deliver to each Shareholder the certificate or certificates evidencing such Shareholder's remaining Escrow Shares, if any, and this Agreement (other than SECTIONS 7, 8 and 9) shall automatically terminate.
Release of Escrow Shares. (a) If, on or prior to the date Book Value is finally determined pursuant to Section 2.6, Buyer has submitted to the Seller and the Escrow Agent claims for indemnification made pursuant to Section 9.2 ("Pre-Book Value Indemnity Claims") in an aggregate amount in excess of $3 million (including any estimated or actual Transaction Costs related thereto), then the number of Section 2.6 Shares, if any, which are required to be delivered to Seller pursuant to Section 2.6(e) shall be reduced by that number of Section 2.6 Shares (the "Retained Section 2.6 Shares") convertible into the number of shares of Common Stock having an aggregate value (based on a per share Common Stock price of $16.50) equal to the difference between the aggregate amount of the Pre-Book Value Indemnity Claims (including any estimated or actual Transaction Costs related thereto) and $3 million. The Retained Section
Release of Escrow Shares. (a) On the Effective Date, the Management Shareholders shall deliver to the Company the Escrow Shares, together with signed stock transfer powers endorsed in blank, to be held by the Company and to be released as contemplated by Section 7.1(a) or Section 7.1(c) or cancelled by the Company as contemplated by Section 7.1(e). Unless otherwise agreed by the Evercore Entities, Management Shareholders will not vote the Escrow Shares unless and until they are released under Section 7.1(a) or Section 7.1(c). On or before the 1st day of the second calendar month next following the Measurement Date, the Company shall obtain a Reserve Report which sets forth the BOEs xx Added PDP as of the Measurement Date. Within 60 days after receipt of the Reserve Report, the Company will release a total number of the Escrow Shares to the Management Shareholders as follows (with each Management Shareholder receiving a number of released Escrow Shares equal to the percentage set forth opposite his or her name on Exhibit H multiplied times the total number of Escrow Shares being released): BOEs xx Total Number of Added PDP Escrow Shares to be Released less than or equal to 25% of Target BOE 0 greater than 25% of Target BOE and less [(2,463.053 x Added PDP)/ than 100% of Target BOE (Target BOE)]-615.763 equal to or greater than 100% of Target [(2,035.640 x Added PDP)/ BOE and less than 125% of Target BOE (Target BOE)]-188.350 equal to or greater than 125% of Target BOE 2,203.22
(b) For purposes of this Agreement,
