Release of Escrowed Funds on Termination Sample Clauses

Release of Escrowed Funds on Termination. If the Release Condition has not been satisfied at or prior to the Release Deadline, on the Release Deadline, the Trustee will forthwith (and, in any event, no later than the Termination Payment Time) return to each Special Warrantholder an amount equal to the Issue Price of each Special Warrant held by such Special Warrantholder plus its pro rata share of any Earnings. For greater certainty, a Special Warrantholder who has previously converted all or a portion of such holder’s Special Warrants pursuant to Section 4.1(a) shall not be entitled to receive any Earnings in respect of such Special Warrants so converted. In the event that the Escrowed Funds are not sufficient to fund the return to each Special Warrantholder of an amount equal to the Issue Price of each Special Warrant held by such Special Warrantholder plus its pro rata share of any Earnings on the Release Deadline, the Company will fund any such shortfall at the time of payment of the Escrowed Funds to the Special Warrantholders. Payment made in accordance with this Article 6 will be made in accordance with Section 6.8 hereof and the Trustee will mail such payment to such Special Warrantholders at their address last appearing on the register of the Special Warrants maintained by the Trustee. All Special Warrant Certificates representing Special Warrants in respect of which the aggregate Issue Price plus a pro rata share of any Earnings have been paid to the holder thereof will be deemed to have been cancelled as and from the Termination Payment Time and the Trustee will record the deemed cancellation of such Special Warrant Certificates on the register of the Special Warrants. Upon the Written Request of the Company, the Trustee will furnish the Company with a certificate identifying the Special Warrant Certificates deemed to have been cancelled. All Special Warrants represented by Special Warrant Certificates which have been deemed to have been cancelled pursuant to this Section 6.5 will be without further force and effect whatsoever.
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Release of Escrowed Funds on Termination. (a) In the event that a Termination Event occurs, the Company shall forthwith deliver a Termination Notice to the Subscription Receiptholders, the Subscription Receipt Agent and the Lead Underwriter stating the Termination Date and that a Termination Event has occurred. Upon delivery of a Termination Notice, each Subscription Receipt shall, subject to Section 7.4(d), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Time, an amount equal to the greater of (i) the aggregate Offering Price in respect of such holder’s Subscription Receipts; and (ii) such holder’s pro rata portion of the Escrowed Funds, less applicable withholding taxes, if any.
Sample 1
Release of Escrowed Funds on Termination. (1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent or the Corporation announces to the public that it does not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline each Subscription Receipt shall, subject to Section 6.4(5) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to (i) the aggregate Offering Price in respect of such holder’s Subscription Receipts; and (ii) such holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any.
Sample 1
Release of Escrowed Funds on Termination. (1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Lead Agent, each Subscription Receipt shall, subject to Section 6.4(5) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to: (a) the aggregate Offering Price in respect of such holder's Subscription Receipts; and (b) such holder's pro rata share of the Earned Interest, less applicable withholding taxes, if any.
Sample 1
Release of Escrowed Funds on Termination. (a) In the event that a Termination Event occurs or in the event that an Escrow Release Notice has not been received by the Subscription Receipt Agent before the Escrow Release Deadline, the Company shall forthwith deliver a Termination Notice to the Subscription Receiptholders, the Subscription Receipt Agent and the Lead Agent stating the Termination Date and that a Termination Event has occurred. Upon delivery of a Termination Notice, the register shall be closed at the Termination Time and each Subscription Receipt shall, subject to Section 7.4(d), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive as at the Termination Time, an amount equal to (i) the aggregate Offering Price for their Subscription Receipts then held, plus (ii) their pro rata share of the Earned Interest, less applicable withholding tax required to be withheld in respect thereof, if any.
Sample 1
Release of Escrowed Funds on Termination. (1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Lead Agent, and the Corporation advises the Lead Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, each Subscription Receipt shall, subject to Section 6.4(4) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall thereafter have no rights thereunder except that the Escrowed Funds (plus accrued interest earned thereon) shall be returned to Subscription Receiptholders on a pro rata basis, less applicable withholding taxes, if any. To the extent that the Escrowed Funds (plus accrued interest earned thereon) are not sufficient to refund the aggregate Offering Price paid by the Subscription Receiptholders, the Corporation shall be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall as set out in this Section 6.4.
Sample 1
Release of Escrowed Funds on Termination. (1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Lead Agent, on behalf of the Agents, or the Corporation announces to the public that it does not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline each Subscription Receipt shall, subject to Section 6.4(6) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to (i) the aggregate Offering Price in respect of such holder’s Subscription Receipts; and (ii) such holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any.
Sample 1
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Release of Escrowed Funds on Termination. On the occurrence of a Termination Event, the Subscription Receipt Agent shall forthwith (and, in any event, no later than the Termination Payment Time) pay to each Subscription Receiptholder that Subscription Receiptholder’s Escrowed Funds. If the Escrowed Funds are not sufficient to pay 100% of the Subscription Receiptholder’s Escrowed Funds payable to all Subscription Receiptholders, the Corporation shall fund any such shortfall at the time of payment of the Escrowed Funds to the Subscription Receiptholders. Payment shall be made in accordance with Section 6.7 hereof and the Subscription Receipt Agent shall mail such payment to such Subscription Receiptholders at their address last appearing on the register of the Subscription Receipts maintained by the Subscription Receipt Agent or by making a wire transfer for the account of such holder through CDS. All Subscription Receipt Certificates representing Subscription Receipts in respect of which the Subscription Receiptholder’s Escrowed Funds have been paid to the Subscription Receiptholders shall be deemed to have been cancelled as and from the Termination Date. All Subscription Receipts represented by Subscription Receipt Certificates which have been deemed to have been cancelled pursuant to this Section 6.4 shall be without further force and effect whatsoever.
Sample 1
Release of Escrowed Funds on Termination. (1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent or the Corporation announces to the public that it does not intend to satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, each Subscription Receipt shall, subject to Section 6.4(5) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to (a) the aggregate Offering Price in respect of such holder’s Subscription Receipts; and (b) such holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any.
Sample 1

Related to Release of Escrowed Funds on Termination

  • 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 interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. The portion of the relevant escrowed funds held back pursuant to clauses (1) and (2) of the immediately preceding sentences shall be distributed to the Corporation or the LLC, as applicable. 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 interest earned on such funds, and less (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow, and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds) shall be distributed to the relevant Members. 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 interest earned on such funds) shall be distributed as follows: (i) first, to the Corporation or the LLC in an amount equal to (1) the out-of-pocket expenses incurred by the Corporation or the LLC in administering the escrow and in contesting the Determination and (2) any taxes imposed on the Corporation or the LLC with respect to any income earned on the investment of such funds; and (ii) second, to the relevant Parties (which, for the avoidance of doubt and depending on the nature of the adjustments, may include the Corporation or the relevant Members, or some combination thereof) in accordance with the relevant Amended Schedule prepared pursuant to Section 2.4 of this Agreement.

  • 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 from Escrow (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8.

  • Termination of Escrow Agreement The Escrow Agent's responsibilities thereunder shall terminate at such time as the Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or upon earlier termination of this escrow arrangement pursuant to written instructions executed by the non-bank Party. Such written notice of earlier termination shall include instruction to the Escrow Agent for the distribution of the Escrow Fund.

  • Release of Escrow Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows:

  • Release of Escrow Shares The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge 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 Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (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"). Cambridge 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 Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. 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, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge 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.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

  • 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.

  • 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

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