Release of Escrow Shares and Escrow Cash Sample Clauses

Release of Escrow Shares and Escrow Cash. The Escrow Shares and Escrow Cash shall be held by the Escrow Agent until such Escrow Shares and Escrow Cash are required to be released pursuant to either: (i) Section 2(e) of this Agreement; or (ii) when required under applicable provisions of Section 4 of this Agreement. The Escrow Agent shall deliver to the Company Shareholders or to Parent (who is authorized to accept delivery of Escrow Shares or Escrow Cash on behalf of any Indemnified Person), as applicable hereunder, the requisite number of Escrow Shares or amount of Escrow Cash to be released on such applicable date as is called for by this Agreement. Such delivery of Escrow Shares shall be in the form of stock certificate(s) registered in the name of such Company Shareholders or Parent, as applicable, in accordance with this Agreement. Such delivery of Escrow Cash shall be in the form of a check in the name of such Company Shareholders or Parent, as applicable, in accordance with this Agreement. The Escrow Agent shall coordinate with Parent's transfer agent who shall cause such stock certificates to be registered in the appropriate names as determined by the Escrow Agent in accordance with this Agreement. Parent shall give the Escrow Agent prompt written notice of the name and address of any new transfer agent for Parent's Common Stock. Parent and the Shareholder Agent undertake to deliver a prompt written notice to the Escrow Agent identifying the number of Escrow Shares or amount of Escrow Cash to be released to each of the Company Shareholders and/or Parent, as applicable, in accordance with this Agreement. Unless the Escrow Agent is instructed otherwise by Parent and the Shareholder Agent, Escrow Shares or Escrow Cash released to the Company Shareholders shall be released to each of them in proportion to their respective percentage interests in the Escrow Shares or Escrow Cash as set forth in EXHIBIT A hereto. The Escrow Agent shall use good faith efforts (with Parent's assistance) to have such stock certificates in its possession by delivery from Parent's transfer agent no later than two (2) business days prior to the day on which the Escrow Agent is to deliver such certificates to the Company Shareholders. Cash shall be paid in lieu of any fraction of an Escrow Share held by any Company Shareholder (computed for each Company Shareholder by aggregating all Escrow Shares held by such Company Shareholder) in an amount equal to the applicable fraction of an Escrow Share multiplied by the Closin...
Sample 1
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Release of Escrow Shares and Escrow Cash. Within two days after the Cash Escrow Expiration Date, the Escrow Agent shall distribute to the Shareholders as set forth on Exhibit A hereto all of the remaining Escrow Cash and, within ten days after the Stock Escrow Expiration Date, the Escrow Agent shall distribute to the Shareholders as set forth on Exhibit A hereto all remaining Escrow Shares, if any, then being held by the Escrow Agent together with any cash then held in the Stock Escrow Account. Notwithstanding the foregoing, if Computone shall assert a claim for indemnification prior to the Final Expiration Date, as applicable, and such claim has not yet been resolved, the Escrow Agent shall retain in the Stock Escrow Account that amount of Escrow Shares and in the Cash Escrow Account that amount of Escrow Cash the Value of which together is reasonably deemed necessary by the Escrow Agent to satisfy the Claimed Amount of Loss or Expense. The Escrow Agent shall be entitled to rely on a written notice from Computone setting forth the Value of a share of Computone Common Stock, which notice shall also be sent to the Shareholders.
Sample 1
Release of Escrow Shares and Escrow Cash. (a) Within five (5) business days after the Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Parent Common Stock to distribute to each of the Escrow Stockholders at such Escrow Stockholder's address set forth on EXHIBIT A (or at such other address(es) as the Designated Company Agent shall provide the Escrow Agent) such Escrow Stockholder's pro-rata portion of the Escrow Shares and Escrow Cash then held in escrow (less any shares or cash distributed to the Designated Company Agent pursuant to Section 10 hereof) and based on the percentage interests in the Escrow Fund set forth in EXHIBIT A; provided, however, that if prior to the Termination Date, any Indemnitee has given a Claim Notice containing a claim which has not been resolved prior to the Termination Date in accordance with Section 3, the Escrow Agent shall retain in the Escrow Account after the Termination Date Escrow Shares and/or Escrow Cash having a value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved.
Sample 1
Release of Escrow Shares and Escrow Cash. 1. Within five (5) Business Days following the first anniversary of the Effective Date, the Escrow Agent shall distribute to the Stockholders, at their respective addresses set forth on the Stockholder Information Schedule and in accordance with the following paragraph (3), any Escrow Cash deposited into escrow pursuant to Section 2.2.2 hereof less (i) the amount of Escrow Cash offset prior to the first anniversary of the Effective Date pursuant to Section 8.2.2 hereof, and (ii) an amount of Escrow Cash which the Escrow Agent shall retain equal to the aggregate amount of indemnification claims in U.S. Dollars made by CYTYC pursuant to Section 8.2 hereof which shall be outstanding and unresolved (the "Aggregate Outstanding Claims"), or in the event that the ---------------------------- Aggregate Outstanding Claims exceed the remaining amount of Escrow Cash, all remaining Escrow Cash (such amount of retained Escrow Cash, as well as any such amount of retained Escrow Cash as it may be further reduced after the first anniversary of the Effective Date by distributions to the Stockholders and offsets by CYTYC pursuant to Section 8.2.2 hereof, the "Retained Escrow Cash"). -------------------- The Escrow Agent shall also deliver to CYTYC the certificates representing the Remaining Escrow Shares (as defined below), whereupon CYTYC shall cancel these certificates and (i) issue in the names of the Stockholders, at their respective addresses set forth on the Stockholder Information Schedule and in accordance with the following paragraph (3), certificates in an amount, not to exceed the Remaining Escrow Shares, equal to the sum of the Claim Shares (as defined below) in respect of any outstanding indemnification claim made in an Indemnification Notice provided by CYTYC pursuant to Section 8.2 hereof, which certificates shall be delivered to the Escrow Agent to be held in escrow, and (ii) issue in the names of the Stockholders, at their respective addresses set forth on the Stockholder Information Schedule and in accordance with the following paragraph (3), certificates representing in the aggregate the amount of the Distributable Shares (as defined below) (provided that CYTYC may adjust the number of shares represented by any certificate to the minimum extent necessary to avoid fractional shares), and send such certificates to the Stockholders at their respective addresses set forth on the Stockholder Information Schedule. For purposes of this Agreement, (v) the term "
Sample 1

Related to Release of Escrow Shares and Escrow Cash

  • 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"). The amount of Escrow Shares to ------------ be released on the Release Date to the Holders (the "Released Escrow") shall --------------- equal all of the Escrow Shares held by the Escrow Agent at such time, 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) the number of the Escrow Shares subject to Notices of Claims delivered by Parent in accordance with Section 2.3(b) which number shall be equal to the Damages requested in such Notice of Claim divided by the Topaz Average Current Price for the five (5) trading day period ending on the Release Date with respect to any then pending Contested Claims. Within twenty (20) of the Escrow Agent's business days ("Business Days") after the Final Notice 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 the Indemnification Representative for 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 is 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 Indemnification Representative for the Holders in accordance with the percentage interests set out in Exhibit A hereto and 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 twenty (20) Business Days after receipt of the Release Notice, the Escrow Agent shall deliver (by its usual and customary means) to the Indemnification Representative for each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as certified in writing to the Escrow Agent. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Release of Escrow Fund (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

  • Release of Escrowed Funds As of the date on which a reserve is released or contingent liability is eliminated (in the case of a Reserve Notice), and provided that no Change Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Reserve Notice, the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in no adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds, and less the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow) shall be distributed to RIHI. If a Determination is received (in the case of a Change Notice), and if such Determination results in an adjustment in any Tax Benefit Payments under this Agreement, and provided that no Reserve Notice has previously been issued and is still outstanding in relation to the same Tax position that was the subject of the Change Notice, then the relevant escrowed funds (along with any net interest earned on such funds) shall be distributed as follows: (i) first, to Holdings or RMCO in an amount equal to the out-of-pocket expenses incurred by Holdings or RMCO in administering the escrow and in contesting the Determination; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include Holdings, RMCO, or RIHI, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

  • Creation of Escrow Funds On or prior to the date of the commencement of the Offering, the parties shall establish an escrow account with the Escrow Agent, which escrow account shall be entitled as follows: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers to wire funds to the account of the Escrow Agent as follows: Bank: Wachovia, N.A. of New Jersey Routing #: 000000000 Account #: 2000014931134 Name on Account: Xxxxx Xxxxxxxx Attorney Trust Account Name on Sub-Account: Wentworth Energy, Inc./Cornell Capital Partners, LP Escrow Account

  • Delivery of Escrow Funds (a) Placement Agent and the Company shall instruct the Investor to deliver to Escrow Agent checks made payable to the order of “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker, Inc Escrow,” or wire transfer to: Wilmington Trust Company ABA #: 000000000 A/C # 124288-000 A/C Name: Muscle Maker Escrow Attn: Bxxxx Xxxxxxx International Wires: M&T Buffalo, New York ABA: 000000000 SWIFT: MXXXXX00 Beneficiary Bank: Wilmington Trust Beneficiary ABA: 000000000 A/C #: 124288-000 A/C Name: Muscle Maker Escrow All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Investor, subscription, the Investor’s social security or taxpayer identification number and address. In the event the Investor’s address and/or social security number or taxpayer identification number are not provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly upon request provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at WILMINGTON TRUST, NATIONAL ASSOCIATION entitled “WILMINGTON TRUST, N.A. as Escrow Agent for Muscle Maker Escrow” (the “Escrow Account”).

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