Release of Escrowed Shares. Subject to Section 6 hereof, the Escrow Agent is hereby authorized to release the Escrow Shares, only as follows:
Release of Escrowed Shares. An amount of the Escrowed Shares shall be held to pay or reimburse the REIT for its Losses with respect to Indemnification Claims. Escrowed Shares that are not subject or used for such Indemnity Claims will be transferred to the partners of FC OPCO and (as applicable) and the shareholders of FCRETI as provided in this Section 5.03(b)(iv). The Escrowed Shares shall have an ascribed value that is used for the payment or reimbursement of Losses equal to $10.00 per share, even if the actual value of the Common Stock on the date of the release of any Escrowed Shares is different.
Release of Escrowed Shares. The Escrowed Shares shall be distributed as follows:
Release of Escrowed Shares. (a) Notwithstanding anything to the contrary in the First Amended Escrow Agreement, on or after the Second Special Payment Date, upon (i) Purchaser’s payment of the Second Special Purchase Price pursuant to the terms of the Second Amended Purchase Agreement, (ii) satisfaction (or waiver by Seller) of the closing conditions to Seller’s obligation contained in Section 7.2 of the Purchase Agreement, and (iii) receipt by Seller of the Bank Guarantee in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Seller shall deliver to Purchaser irrevocable instructions (the Instructions) directing Escrow Agent to transfer to Purchaser one or more certificates representing the Second Special Purchase Shares. In the event that Purchaser satisfies (i) and (ii) of this Section 1(a), but does not deliver to Seller the Bank Guarantee on or before January 15, 2007 in accordance with Section 2.2(b) of the Second Amended Purchase Agreement, Purchaser shall pay to Seller $250,000, and upon receipt of such payment, Seller shall deliver to Purchaser the Instructions.
Release of Escrowed Shares. By no later than ten (10) business days following the full execution of this Settlement Agreement, the Parties shall jointly and in writing inform ChaseMellon Shareholder Services, L.L.C. (the “Escrow Agent”) that the License Agreement has been mutually terminated by the Parties and instruct the Escrow Agent to release and transfer to Cytogen the 50,000 shares (formerly 500,000 shares) of Cytogen stock (the "Escrow Shares"), and any dividends or other distributions comprising the Additional Escrow Fund currently being held by the Escrow Agent pursuant to the Escrow Agreement by and among Cytogen and AMI and the Escrow Agent, dated as of August 25, 2000 (the “Escrow Agreement”). If required by the Escrow Agent, Cytogen and AMI shall also execute and provide any further instructions reasonably necessary to enable Cytogen's Transfer Agent to reissue the Escrow Shares in the name of Cytogen. AMI shall also be responsible for its share of any fees previously incurred by the Escrow Agent pursuant to Section 5 of the Escrow Agreement. The Escrow Agreement shall terminate upon the transfer of the 50,000 shares of Cytogen stock to Cytogen as provided herein. Notwithstanding the preceding sentence, and subject only to this Section 2, AMI is no longer subject to any obligations under the Escrow Agreement.
Release of Escrowed Shares. The Provider shall not release the Escrowed Shares in whole or in part except in accordance with the following provisions: • The Provider must have received a written notice from HT Prostate (or, as the case may be, the Healthtronics Company that holds the Escrowed Shares), in accordance with this Agreement, a copy of which must be sent to the Issuer, including (x) a written instruction in the form appearing in Exhibit 4-3 to this Agreement and (y) a legal opinion (i) from an international law firm advising HT Prostate, with a recognized reputation and expertise in U.S. securities law and (ii) sent to the Issuer and judged reasonably satisfactory by the Issuer, pursuant to which either (1) HT Prostate (or, as the case may be, the Healthtronics Company in question) is not an affiliate (as this term is defined in Rule 405 under the Securities Act) of the Issuer and the Escrowed Shares are not restricted securities (as this term is defined in Paragraph (a)(3) of Rule 144 under the Securities Act) or (2) the Escrowed Shares in question will be resold in a transaction that meets the conditions of said Rule 144 or (3) the Escrowed Shares are covered by a registration statement declared effective by the Securities and Exchange Commission. • The Provider agrees to immediately send to the Issuer a copy of the notice thus received. • If the Issuer agrees that the legal opinion mentioned above is reasonably satisfactory, the Provider may release the Escrowed Shares and transfer them in accordance with the instruction of HT Prostate (or of the Healthtronics Company concerned). The Escrowed Shares that are released from escrow pursuant to this Article 4-3 shall no longer be Escrowed Shares.
Release of Escrowed Shares. Unless a Claim Notice is delivered by HTC to the Indemnifying Party in respect of a claim to recover Damages under Section 4.2 on or before the date that is two years after Closing with respect to a claim that has not been the subject of a settlement, joint direction to the Escrow Agent signed by the Vendor and HTC, court order or arbitration decision prior to that date, the Escrow Agent shall release all Escrowed Shares and Escrowed Share Proceeds (if any) to the Vendor. For greater certainty, until such release to the Vendor pursuant to this Section 1.4(3), all Escrowed Shares and Escrowed Share Proceeds (if any) shall be available to be released to Voyager in accordance with Section 4.12(2) but only in respect of a claim to recover Damages under Section 4.2 for which a Claim Notice was delivered by HTC to the Indemnifying Party on or before the date that is two years after Closing.
Release of Escrowed Shares. A. If Maverick gives a written Indemnification Notice (a "Damage Notice") to the Members' Agent and the Escrow Agent certifying that it has incurred Damages and specifying with particularity the amount of Damages and the basis therefore and the number of Maverick Shares for which release from escrow is requested out of the Escrowed Shares otherwise attributable to the Founders (being the number of Maverick Shares valued at the greater of (x) the closing price on the Closing Date; or (y) the closing price on the business day proceeding the date of the Damage Notice, with an aggregate value equal to the amount of Damages specified in such Damage Notice) to the Founders and the Escrow Agent, then, unless the Escrow Agent receives, by no later than 10 days after the Escrow Agent receives the applicable Damage Notice, a written notice (an "Objection Notice") from the Members' Agent objecting to such Damage Notice, the Escrow Agent will deliver instructions to the transfer agent for the Maverick Shares (the "Transfer Agent") requesting the transfer to Maverick of the number of escrowed Maverick Shares otherwise attributable to the Founders requested in the Damage Notice. The Members' Agent may not object to a Damage Notice unless he or she believes in good faith that the party giving the Damage Notice is not entitled to receive the amount of Damages requested. If the Escrow Agent receives an Objection Notice objecting to disbursement within the 10 day period, then the Escrow Agent will not instruct the transfer agent to transfer the Maverick Shares as requested in the Damage Notice, but will continue to retain the Maverick Shares requested in the Damage Notice until directed to cause the transfer of such Maverick Shares either by (i) a joint written notice to the Escrow Agent from Maverick and the Members' Agent (which may be provided by separately signed counterparts), or (ii) a final and non-appealable order of the applicable mediator or arbitrator, as provided in Section 7.5 of the Purchase Agreement.
Release of Escrowed Shares. (a) Upon Purchaser's payment of the Final Closing Purchase Price pursuant to the terms of the Purchase Agreement, and upon satisfaction (or waiver by Seller) of the closing conditions to Seller's obligation contained in Section 7.2 of the Purchase Agreement, Seller shall give notice to Escrow Agent directing Escrow Agent to transfer to Purchaser one or more certificates representing the Escrowed Shares purchased at the Final Closing. Upon the receipt of such notice, Escrow Agent shall deliver the Stock Powers endorsed to Purchaser together with one or more certificates representing the Escrowed Shares.
Release of Escrowed Shares. 59 SECTION 8.1 Delivery of the Escrowed Shares................. 59 SECTION 8.2 Voting of and Dividends on the Escrowed Shares................................. 59
