Terms of Escrow. (a) The parties hereby appoint the Administrative Agent as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment as escrow agent.
Terms of Escrow. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Shares, as well as blank stock powers with respect thereto, pursuant to the terms hereof. The Shares and blank stock powers will be held by the Escrow Agent in a secured location.
Terms of Escrow a. The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of the Purchase Price, the Debentures, the Warrants and the Ancillary Closing Documents and a writing instructing the Closing and (ii) the receipt by the Escrow Agent of a written notice, executed by the Company or the Purchasers, stating that the Purchase Agreement has been terminated in accordance with its terms and instructing the Escrow Agent with respect to the Purchase Price, the Debentures, the Warrants and the Ancillary Closing Documents.
Terms of Escrow. The terms of the escrow shall be governed by Article 4 of the Purchase Agreement, Article 2 of the Warrant and Articles 4 and 5 of the Debenture.
Terms of Escrow. The Company directs the Escrow Agent not to release or otherwise deal with the Purchase Funds, and the other documents, held in escrow under this Agreement except in accordance with the terms of this Agreement. Unless otherwise directed in a notice in writing executed by the Company and each of the Shareholders, the Escrow Agent will release the Purchase Funds to the Company or to the Shareholders as follows:
Terms of Escrow. (a) If the Market Value of the Common Stock on the date occurring two years after Closing (the "Two Year Anniversary") is less than the Closing Price, the Target Company shall sell to Xxxxxxx and Xxxxxxx shall purchase the number of Xxxxxxx Escrow Shares (the "Xxxxxxx Protection Shares") equal to (a) the Xxxxxxx Consideration Shares multiplied by (b) the Percentage Decrease, at a purchase price of 1p per Xxxxxxx Consideration Share (the "Escrow Purchase Price"). The "Percentage Decrease" shall be equal to 1 - Market Value/the Closing Price. "Market Value" shall be the average of the ten (10) closing bid prices per share of the Common Stock during the ten (10) trading days immediately preceding the Two Year Anniversary. Within three (3) Business Days of the Two Year Anniversary of the Closing, Xxxxxxx shall (i) send a notice ("Sale Notice") to the Target Company and the Escrow Agent of the Xxxxxxx Protection Shares to be sold by the Target Company to Xxxxxxx, if any, and (ii) deposit the Escrow Purchase Price with the Escrow Agent, if necessary. Within fourteen (14) Business Days of the Target Company's and the Escrow Agent's receipt of the Sale Notice and Escrow Agent's receipt of the Escrow Purchase Price, the Escrow Agent is authorized and directed simultaneously (i) to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the Xxxxxxx Protection Shares, if any, to Xxxxxxx and (iii) to deliver the remaining Xxxxxxx Escrow Shares, if any, to the Target Company.
Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of all of the Consideration from the Purchaser and the receipt by the Escrow Agent of the certificate ("Share Certificate") representing all of the Shares, duly endorsed with valid signatures for transfer by the Seller to the Purchaser or (ii) the receipt by the Escrow Agent of a written notice, executed by each of the Purchaser and the Seller, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration and the Shares.
Terms of Escrow. As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price from escrow and deliver same to the Seller; and (ii) deliver the Seller's Common Stock to the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or prior thereto delivered or arranged for the delivery of the Seller's Common Stock to Buyer.
Terms of Escrow. Consummation of this Escrow shall be in accordance with the following terms and conditions.
Terms of Escrow. (a) The Escrow Agent shall hold the Consideration in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of the total amount of the Purchase Price from the Purchaser or (ii) the receipt by the Escrow Agent of a notice, executed by each of the Company and the Purchaser, stating that the Purchase Agreement has been terminated or otherwise directing the disposition of the Consideration.
