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.
1.2 The Shares shall be issued to the Parties and released by the Escrow Agent as follows:
(a) If under the terms and conditions set forth in the Notes, the Common Stock Purchase Agreement and Redemption Agreement, a Party believes that certain Shares may be released from the Escrow Agent, then such Party (the “Requesting Party”) shall send written notice to the Escrow Agent via facsimile at (000) 000-0000 (the “Request Notice”). Such Request Notice shall constitute irrevocable instructions to the Escrow Agent to release and issue the Shares to the Party specified in the Request Notice.
(b) Upon receipt of the Request Notice, the Escrow Agent shall send written notice (the “Release Notice”) to all Parties except the Requesting Party (the “Remaining Parties”), indicating that it received the Request Notice to release the Shares. If the Remaining Parties each do not object in writing within three business days of receiving the Release Notice, the Escrow Agent shall release the Shares as provided for in the Request Notice.
(c) In the event the Escrow Agent shall receive written objection from either or both of the Remaining Parties within three business days from such Party’s receipt of the Release Notice, the Escrow Agent shall not release the Shares unless and until all of the Parties have sent written instruction (the “Instruction”) to the Escrow Agent by facsimile at (000) 000-0000 indicating that the Parties have reached an agreement concerning the Shares and instructing the Escrow Agent as to the disposition of the Shares. The Escrow Agent shall release the Shares in such manner as set forth in the Instruction. If the Escrow Agent does not receive an Instruction within five business days from the receipt of a written objection, Escrow Agent shall have the right, but not the obligation, to deposit the Shares with the clerk of a court in New York County, New York State and give written notice of such deposit to the Parties. Upon such deposit or other disbursement in accordance with the terms of this Agreement, Escrow Agent shall be relieved and discharged from all further obligations and responsibilities hereunder. The Escrow Agent shall not incur any liabili...
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.
(b) If the Escrow Agent receives the items referenced in Section 2(a) prior to its receipt of the written notice referenced in clause (ii) of Section 2(a), then, the Escrow Agent shall deliver as soon as practicable, but in no event later than three (3) business days, the Purchase Agreement and related closing documents, if any, to the Purchaser and shall deliver the Consideration deposited by the Purchaser for the purchase of the Shares. Because the Purchaser is purchasing the Share Certificates over time with a Promissory Note (the "Note"), attached as Exhibit A, the Escrow Agent shall hold the Share Certificates until such time as Purchaser completes the terms and conditions of the Note. Should the Purchaser and Seller terminate the Note without payment in full from the Purchaser to the Seller, the Escrow Agent is empowered by both parties to take the steps required to have the Share Certificates divided, so that Purchaser and Seller each receive their pro-rated shares as represented by the percentage of total funds that is exchanged between Purchaser and Seller when fulfilling terms of the Note.
(c) If the Escrow Agent receives the notice referenced in clause (iii) of Section 2(a) prior to its receipt of the items referenced in clauses (i) and (ii) of Section 2(a), then the Escrow Agent shall promptly deliver the Purchase Price, Share Certificates, Purchase Agreement and related closing documents, if any, as specified in such notice, to the respective parties. The parties agree that if such notice is silent as to the delivery of such items, the Escrow Agent shall promptly upon receipt of such notice return (i) the Purchase Price to the Purchaser, (ii) the Share Certificates to the Seller and (ill) any closing documents to the party that delivered the same.
(d) If the Escrow Agent, prior to delivering or causing to be delivered the Consideration, Share Certifi...
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. Except in the case of the willful misconduct or gross negligence of the Escrow Agent, the following provisions shall apply:
6.1 The Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of the this Escrow Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.
6.2 The Escrow Agent shall not be responsible for the sufficiency, accuracy, form, execution, validity, value or genuineness of any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall the Escrow Agent be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property pursuant to the provisions hereof.
6.3 The Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event by reason of which an action would or might be taken by the Escrow Agent does not exist or has not occurred, without incurring liability for any action taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.
6.4 Following the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if such notice shall relate to the other parties hereto, notify such parties thereof in writing; but the failure by the Escrow Agent to give such ...
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 two years after Closing is less than the Closing Price, the Target Company shall sell to Xxxxxxx 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 of the Closing. 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 (i) to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the Xxxxxxx Protection Shares, if any, and the Stock Powers to Xxxxxxx, (iii) to deliver the remaining Xxxxxxx Escrow Shares, if any, to the Target Company, and (iv) to deliver the Stock Powers to the Target Company if the total number of Xxxxxxx Protection Shares is zero.
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. AOLA, AOLB and Itau expressly acknowledge and --------------- agree that the Notes shall only be released from the escrow created by the Escrow Agreement upon the terms and conditions contained in the Escrow Agreement. If any conflicts arise between the terms of this Agreement and the terms of the Escrow Agreement with respect to the subject matter of the Escrow Agreement, the terms of the Escrow Agreement shall control.
Terms of Escrow. The terms of the Escrow shall extend until all of the Escrow has been distributed by the Escrow Agent in accordance with Section 8 of this Agreement.
Terms of Escrow. If the Market Value of the Common Stock two years after Closing is less than the closing bid price of the Common Stock on the day of Closing (the "Closing Price"), 1 - Market Value/the Closing Price, shall be the percentage decrease in the value of the Common Stock (the "Percentage Decrease"). The "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 of the Closing. In the event there is a Percentage Decrease, the Company shall sell to the Purchaser the number of Ordinary Shares (the "Protection Shares") equal to (X) the number of Ordinary Shares received by the Company at Closing, including the Escrow Shares, multiplied by (Y) the Percentage Decrease, at a price of 1p per Ordinary Share (the "Purchase Price"); provided, however, that the maximum number of Ordinary Shares that shall be sold to the Purchaser by the Company is fifty percent (50%) of the Ordinary Shares, including the Escrow Shares, received by the Company at Closing. A-1 Within three (3) business days of the two year anniversary of the Closing, the Purchaser shall (i) send a notice ("Sale Notice") to the Company and the Escrow Agent of the Percentage Decrease, if any, and the corresponding number of Ordinary Shares to be sold by the Company to the Purchaser from the Escrow Shares, if any, and (ii) the Purchase Price to the Escrow Agent, if necessary. Within two (2) business days of the Company's and the Escrow Agent's receipt of the Sale Notice and the Purchase Price, the Escrow Agent is authorized and directed (i) if there is a Percentage Decrease, to distribute the Purchase Price to the Company, (ii) if there is a Percentage Decrease, the Protection Shares and the Stock Powers to the Purchaser and (iii) the remaining Escrow Shares, if any, and the Stock Powers, if there was no Percentage Decrease, to the Company.
