Release of Escrowed Stock Sample Clauses

Release of Escrowed Stock. Subject to the documentation requirements in paragraph 6, the Escrow Agent will release to the Selling Shareholders the vested portion of the Escrowed Stock and Escrowed Cash, if any, when it receives a Release Instruction on or after January 1, 2010. Escrow Agent shall take all necessary steps and cooperate with the Company to effectuate the transfer and retitling in the names of the Selling Shareholders such Escrowed Stock and Escrowed Cash.
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Release of Escrowed Stock. 3.1. Subject to the provisions of Section 4.2, the Escrow Agent shall release the Escrowed Stock as follows: (a) Upon receipt by the Escrow Agent of a notice ("Notice of Conversion") signed by a Holder, reciting that the Holder is converting a Note or part thereof in accordance with the terms of the Subscription Agreement, and stating the terms of said conversion, the Escrow Agent shall transmit to the Holder that number of shares of Escrowed Stock as is called for in the Notice of Conversion on the third (3rd) business day after telecopier transmission of a copy of such Notice of Conversion to the Company. The date of receipt of such Notice of Conversion by the Escrow Agent is a Conversion Date. The Holder will not be required to surrender the original Note as a condition of conversion. After conversion or payment of all sums due under the Note, the Holder will surrender the original Note to the Company. A form of Notice of Conversion is annexed hereto as Exhibit B. (b) Upon receipt by the Escrow Agent of a notice ("Notice of Return") signed by the Company stating that the Company is entitled to receipt of the Escrowed Stock or any portion thereof, in accordance with the provisions of the Subscription Agreement, and stating the reasons therefor, the Escrow Agent shall promptly send a copy of such Notice of Return to the Holder. If the Escrow Agent does not receive from the Holder within three (3) business days after notice is given to the Holder by the Escrow Agent, a written Notice of Objection stating the reasons for the objection in accordance with the terms of the Subscription Agreement signed by the Holder, or if the Escrow Agent shall within such period receive a written consent signed by the Holder, then the Escrow Agent shall deliver the Escrowed Stock or such portion thereof to the Company in accordance with the Notice of Return. If the Escrow Agent receives a Notice of Objection from the Holder within such three (3) day period, then the Escrow Agent shall continue to hold the Escrowed Stock until otherwise authorized and directed to distribute the same pursuant to the provision of Sections 3.1(c) or 3.1(d). (c) Upon receipt by the Escrow Agent of a joint written instruction (a "Joint Instruction") signed by the Company and the Holder, it shall deliver the Escrowed Stock in accordance with the terms of the Joint Instruction. (d) Upon receipt by the Escrow Agent of a final and non- appealable judgment, order, decree or award of a court of competen...
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Release of Escrowed Stock. On the one-year anniversary of the Closing, which occurred January 3, 1997, Escrow Agent shall deliver to Shareholders the number of shares of Escrowed Stock equal to (a) fifty percent (50%) of the original number of shares of Escrowed Stock, less (b) the number of shares of Escrowed Stock delivered pursuant to Section 2(b), less (c) the number of shares of Escrowed Stock as to which a claim pursuant to Section 2(a) has been made and is being disputed pursuant to Section 3. On the two year anniversary of the Closing, Escrow Agent shall deliver to Shareholders the remainder of the Escrowed Stock then held by the Escrow Agent; provided, however, that if at or prior to such anniversary Buyer or any affiliate shall have given notice of a claim against the Escrowed Stock pursuant to paragraph 3 of this Agreement, a portion of the Escrowed Stock to otherwise be so released in an amount equal to the amount of the claim (plus any interest thereon) shall be retained by Escrow Agent until any amount that may be awarded with respect to such claims shall have been finally determined and disposed of in accordance with this Agreement.
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Release of Escrowed Stock. 1. Upon receipt of a Notice of Conversion in the form of Exhibit A annexed hereto executed by the Purchaser (which Notice of Conversion shall have been simultaneously delivered to the Company by the Purchaser), the Escrow Agent is authorized and directed by the parties hereto to immediately date the Escrowed Stock Certificate(s) as of the date thereof and deliver to such Purchaser the Escrowed Stock Certificate(s) representing the "Number of Shares of Common Stock to be Issued" as shown on such Notice of Conversion. No signature approval or other documentation shall be required to effect such delivery, and Escrow Agent's obligations hereunder shall not be affected by any contrary instructions by the Company. 2. Upon receipt of a Form of Election to Purchase in the form of Exhibit B annexed hereto executed by the Purchaser (which Form of Election to purchase shall have been simultaneously delivered to the Company by the Purchasers), the Escrow Agent is authorized immediately to date the Escrowed Stock Certificate(s) as of the date thereof and deliver to such Purchaser the Escrowed Stock Certificate(s) representing the number of shares of Common Stock to be purchased as shown on such Form of Election to Purchase. No signature approval or other documentation shall be required to effect such delivery, and Escrow Agent's obligations hereunder shall not be affected by any contrary instructions by the Company. 3. In the event that the Purchasers do not convert the Debentures in full and exercise the Warrant in full, upon receipt by the Escrow Agent of written notice from each of the Company and each Purchaser, the Escrow Agent shall immediately deliver the remaining Escrowed Stock Certificates held in escrow to the Company.
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Release of Escrowed Stock. 3.1 Subject to the provisions of Section 4.2, the Escrow Agent shall release the Escrowed Stock as follows: (a) Upon receipt by the Escrow Agent of a notice ("Notice of Conversion") signed by a Holder, reciting that a Holder is converting the Note principal and interest or part thereof and stating the terms of said conversion in accordance with the terms of the Subscription Agreement, the Escrow Agent shall promptly deliver a copy of such Notice of Conversion to the Company. If the Escrow Agent does not receive from the Company within three (3) business days after notice is given to the Company by the Escrow Agent, a written notice of objection stating the reasons for the objection in accordance with the terms of the Subscription Agreement ("Notice of Objection") signed by the Company, or if the Escrow Agent shall within such period receive a written consent signed by the Company to such conversion, then the Escrow Agent shall deliver to the Holders that number of shares of Escrowed Stock as is called for in the Notice of Conversion together with a self-liquidating legend attached to each share certificate. If the Escrow Agent receives Notice of Objection from the Company within such three (3) business day period, the Escrow Agent shall continue to hold the Escrowed Stock until otherwise authorized and directed to distribute the same pursuant to the provisions of Sections 3.1(c) or 3.1
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Release of Escrowed Stock. The Escrowed Stock shall be held by the Escrow Agent until the first to occur of the following events: 1. Expiration of the three (3) year term provided in the Purchase Agreement; 2. Repurchase of the Escrowed Stock by the Seller in accordance with the terms set forth in Paragraph 4 of the Purchase Agreement; or 3. Consent by Seller and Buyer in writing to the release of the Escrowed Stock.
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Release of Escrowed Stock if there is a Dispute. If a dispute arises between the Purchaser and the Sellers in connection with this Agreement, then either the Purchaser or the Sellers shall within five (5) business days after the date such dispute arises deliver notice of such dispute ("Notice of Dispute") to the Escrow Agent, and simultaneously deliver a copy of such Notice of Dispute to the other parties to this Agreement. If a Notice of Dispute is received by the Escrow Agent or if no Notice of Satisfaction of Condition, Notice of Partial Satisfaction or Notice of Waiver of Condition is received by the Escrow Agent on or before May 22, 2007 or as soon thereafter as reasonably practicable pursuant to Section 2 of this Agreement, then the Escrow Agent shall retain custody of the Escrowed Stock until the first to occur of the following: (i) Receipt by the Escrow Agent of a notice signed by the Purchaser and the Sellers containing instructions to the Escrow Agent as to the delivery of the Escrowed Stock; or (ii) Receipt by the Escrow Agent of a final order of a court of competent jurisdiction resolving the dispute from which no appeal is or can be taken; after which the Escrow Agent shall promptly deliver the Escrowed Stock in accordance with the notice from the parties or decision of the court, as the case may be. Upon delivery thereof, this Agreement shall be deemed terminated and the Escrow Agent shall be deemed released and discharged from further obligations hereunder.
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Release of Escrowed Stock 
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Related to Release of Escrowed Stock

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

  • Release of Escrow Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Subscriber Documents as follows: (a) On the Closing Date, the Escrow Agent will simultaneously release the Company Documents to the Subscriber and release the Subscriber Documents to the Company except that the Due Diligence Fee will be released to the Due Diligence Fee Recipient and the Legal Fees will be released to the Subscriber’s attorneys. (b) All funds to be delivered to the Company shall be delivered on the Closing Date pursuant to the wire instructions to be provided in writing by the Company to the Escrow Agent. (c) Notwithstanding the above, upon receipt by the Escrow Agent of joint written instructions ("Joint Instructions") signed by the Company and the Subscriber, it shall deliver the Company Documents and Subscriber Documents in accordance with the terms of the Joint Instructions. (d) Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a "Court Order"), the Escrow Agent shall deliver the Company Documents and Subscriber Documents in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.

  • Release of Escrow Securities (1) When an emerging issuer becomes an established issuer, the release schedule for its escrow securities changes. (2) If an emerging issuer becomes an established issuer 18 months or more after its listing date, all escrow securities will be released immediately. (3) If an emerging issuer becomes an established issuer within 18 months after its listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal installments on the day that is 6 months, 12 months and 18 months after the listing date.

  • 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.

  • 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 Escrowed Funds (a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more segregated interest-bearing bank accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more Schedule I Canadian chartered banks, including the banks set forth in Section 7.2(c) (each such bank, an “Approved Bank”). Interest will be credited by the fifth Business Day of the following month. (b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 7.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposits liquidated or sold prior to maturity. The Company and the Lead Underwriter acknowledge and agree that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. (c) The Approved Banks include the Bank of Montreal and The Toronto-Dominion Bank.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein: (a) Escrow Agent has confirmed that Recipient has sufficient funds to complete the purchase of, or acquisition of other interest approved by the Director in and to, the Property (the “Closing”) and to pay all costs, fees and expenses to be paid by Recipient with respect thereto as disclosed on the settlement statement prepared by Escrow Agent and signed by Recipient and Seller (the “Settlement Statement”). (b) Upon recording of the Conveyance Instrument (as defined in subsection (d) of this Section 2), (i) Recipient will hold marketable title to the Property or (ii) if Recipient is acquiring an interest in the Property other than fee simple, as approved by the Director, Seller holds marketable title to the Property and has granted a valid interest in the Property to Recipient pursuant to the Contract. (c) If the Contract requires, or Recipient has requested and agreed to pay for, a title insurance policy with respect to the Property (the “Title Policy”), Escrow Agent, as title insurer or agent therefor, is prepared to issue the Title Policy to Recipient. (d) Escrow Agent is prepared to record, on the date of Closing, (i) the deed, or other instrument appropriate for the interest in the Property to be conveyed pursuant to the Contract, from Seller to Recipient with respect to the Property (the “Conveyance Instrument”), and (ii) the deed restrictions approved by the Director with respect to the Property (the “Deed Restrictions”). (e) If Escrow Agent is an agent of a title insurance company, Escrow Agent has caused an insured closing letter to be issued to OPWC by such title insurance company with respect to Escrow Agent’s acts in connection with the Closing and Escrow Agent’s performance of its obligations under this Agreement.

  • 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.

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b. b. In the event that counsel to the Company fails or refuses to render an opinion as may be required by the Transfer Agent to affect a transfer of the Escrow Shares (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the Escrow Shares.

  • 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. (2) The Escrow Agent shall not release the Shares from escrow unless the Escrow Agent has received a letter from the Superintendent or the Exchange consenting to the release. (3) The approval of the Superintendent or the Exchange to a release from escrow of any of the Shares shall terminate this agreement only in respect of the Shares so released.

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