Release of Escrowed Shares Sample Clauses

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. (b) Upon receipt of the Instructions from Purchaser in accordance with Section 1(a) of this Escrow Amendment No. 2, Escrow Agent agrees to release the Special Purchase Shares from escrow as soon as practicable, and in accordance therewith, the parties agree to use best efforts to coordinate with the Company’s transfer agent following delivery of the Instructions in accordance with this Section 1(a) in order to (A) deliver a certificate representing the Second Special Purchase Shares to Purchaser, and (B) deposit with the Escrow Agent a certificate representing the Final Shares (hereinafter called the Remaining Escrowed Shares) together with an amended Stock Power executed by Seller in blank with respect to the Remaining Escrowed Shares. Escrow Agent shall return the original Stock Power to Seller. (c) Upon Purchaser’s payment of the Final Closing Purchase Price pursuant to the terms of the Second Amended 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 Remaining Escrowed Shares purchased at the Final Closing in accordance with the Amended Purchase Agreement. Upon the receipt of such notice, Escrow Agent shall deliver the Stock Powers endorsed to Purchase...

Release of Escrowed Shares. The Escrowed Shares shall be distributed as follows: a. upon the written instruction of the Shareholder Parties to the Escrow Agent owning at least 85% of the Escrowed Shares, the Escrow Agent shall distribute the respective portions of the Escrowed Shares to the respective Shareholder Parties, or deliver such Escrowed Shares to a successor Escrow Agent as instructed in such written notice; or b. with respect to any or all of the Escrowed Shares of a specific Shareholder Party, upon the written instruction of such Shareholder Party (a "Rule 144 Selling Shareholder Party") that any such shares have been sold pursuant to Rule 144 (as defined in Section 3.1 below) (such shares as sold pursuant to Rule 144, the "Rule 144 Shares") accompanied by the written certification of OTG that it has received an opinion of legal counsel as provided in Section 3.1, the Escrow Agent shall deliver such Rule 144 Shares so sold as the Rule 144 Selling Shareholder Party shall direct in its written instruction; provided, however, that the Shareholder Parties agree hereby that: (i) the proceeds of any such sale by a Rule 144 Selling Shareholder Party pursuant to Rule 144 ("Rule 144 Proceeds") shall be shared among the Shareholder Parties pro rata according to their respective amounts of Escrowed Shares, where such pro rata amounts shall be determined as if all shares of Series C Preferred shall have been converted to Common Stock and the Rule 144 Shares had not been sold; (ii) the Rule 144 Proceeds shall be distributed by the Rule 144 Selling Shareholder Party to the Shareholder Parties within 5 business days of the receipt of such proceeds by the Rule 144 Selling Shareholder Party; and (iii) within 5 business days following the receipt by the Shareholder Parties (excluding the Rule 144 Selling Shareholder Party, the "Other Shareholder Parties") of their portion of the Rule 144 Proceeds, the Other Shareholder Parties each shall, or shall cause, the Transfer to the Rule 144 Selling Shareholder Party of that amount of such Other Shareholder Party's Escrowed Shares equal to their pro rata portion of the Rule 144 Shares, where such pro rata portion shall be as determined in Section 2.3(b)(i) above.

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. (A) On the First Release Date, all of the Escrowed Shares, less 750,000 shares of Series B Stock shall be released to the partners of FC OPCO, including FCRETI, as directed by irrevocable instructions delivered by FC OPCO to the REIT, and the shares that will be released to FCRETI shall be delivered to the transfer agent of FCRETI for transfer and delivery to the shareholders of FCRETI as directed by FCRETI. (B) On the Second Release Date, (1) Of the Escrowed Shares that are remaining on deposit in the Escrow Account, the following shall continue to remain on deposit: (I) 500,000 shares of Series B Stock, plus (II) the number of Escrowed Shares that are sufficient to pay for the aggregate amount of Losses related to Indemnification Claims made on or prior to the Second Release Date. (2) The Escrowed Shares remaining on deposit in the Escrow Account, other than the shares noted in clause (A), above, shall be released to the partners of FC OPCO, including FCRETI, as directed by irrevocable instructions delivered by FC OPCO to the REIT, and the shares that will be released to FCRETI shall be delivered to the transfer agent of FCRETI for transfer and delivery to the shareholders of FCRETI as directed by FCRETI. (3) On the Third Release Date, of the Escrowed Shares that are remaining on deposit in the Escrow Account, the following shall continue to remain on deposit the number of Escrowed Shares that are sufficient to pay for the aggregate amount of Losses related to Indemnification Claims made on or prior to the Third Release Date.

Release of Escrowed Shares. Subject to Section 6 hereof, the Escrow Agent is hereby authorized to release the Escrow Shares, only as follows: (a) at any time upon receipt of a written joint notice from the Shareholder and the Issuer substantially in the form attached hereto as Schedule B (the “Joint Notice”), the Escrow Agent shall release the specified amount of Escrow Shares to the party specified in such notice (b) if on January 1, 2019, the Shareholder continues to hold the position of President and Chief Executive Officer, or a similar role with the Issuer as determined by the Issuer, as confirmed by a certificate signed by an officer of the Issuer, the Escrow Agent shall release all Escrow Shares to the Shareholder; (c) to effect permitted transfers in accordance with Section 9 hereof; or, (d) on the Escrow Period Termination Date for any Remaining Escrow Shares.

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. 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. 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. 5.1 The Trustee upon receipt of written notice of MicroChannel's Profit for the financial years ending March 31,1999, March 31, 2000 and March 31, 2001 shall in the said years release to the Security Holder such number of Escrowed Shares which shall be equal in value to MicroChannel Profit as notified to the Trustee in each year. 5.2 The Trustee in calculating the number of Escrowed Shares to be released pursuant to clause 5.1 above shall use; 5.2.1 The average of the WestpacTrust Foreign Exchange buy and sell rates on March 31 of each applicable year as the exchange rate for conversion of the New Zealand dollar denominated MicroChannel's Profit after Lax sum to Canadian dollars, 5.2.2 The BIL Share price shall be the price on the Exchange at the close of business on March 31, 1999 expressed in Canadian Dollars, 5.3 The Issuer shall ensure that the Trustee shall receive written notification of MicroChannel's Profit no later than September 30, of each year. 5.4 A release from escrow of all or part of the Escrowed Shares shall release from this Agreement only those Escrowed Shares so released. For greater certainty, this clause does not apply to shares transferred within escrow. 5.5 Any Escrowed Shares remaining in escrow on September 30, 2001 shall be cancelled by the Issuer.

Release of Escrowed Shares. The Escrow Agent shall release the Bensol Escrowed Shares to the Bensol or the Corporation, as applicable, upon the delivery of any of the following written directions to Escrow Agent: (a) A joint written instruction executed by the Corporation and Bensol directing Escrow Agent to deliver to Corporation or Bensol, as applicable, all or such part of the Bensol Escrowed Shares specified in the written instruction, which written instruction shall be delivered to Escrow Agent at each of the following times: (i) within twenty (20) days following the completion of the financial audit of the Corporation for fiscal year 2005; (ii) within twenty (20) days following the completion of the financial audit for fiscal year 2006; (iii) at any time if the Corporation's common stock price on the NASD OTC Bulletin Board (or any other stock exchange) is either (A) one dollar ($1.00) per share for thirty (30) consecutive trading days, or (B) the average closing price for the Corporation's common stock price for any forty-five (45) consecutive trading days is one ($1.00) per share; (b) A written instruction executed by the Corporation or Bensol, attaching a final and nonappealable order from a court of competent jurisdiction directing Escrow Agent to deliver to the Corporation or Bensol, as applicable, all or such part of the Bensol Escrowed Shares as is specified in the order.

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. (b) In the event that (a) Purchaser does not timely satisfy the conditions contained in Section 7.2 of the Purchase Agreement or (b) the Purchase Agreement is otherwise terminated pursuant to Section 8.1 of the Purchase Agreement, including if Purchaser shall be in default of its obligation to make any Premium Payment specified in Section 2.3 of the Purchase Agreement, then upon notice to such effect from Seller, Escrow Agent shall return the certificates representing the Escrowed Shares and the Stock Powers to Seller, and this Agreement shall terminate. In such event, neither Purchaser nor Seller shall have any claim against the other arising out of this Agreement.