TERMS OF THE ESCROW. 1.1 The parties hereby agree to have the law firm of Xxxxxxxxxxx Xxxxxx Xxxx & Xxxx, P.C., Greenville, South Carolina act as Escrow Agent whereby the Escrow Agent shall receive the Funds and the Transaction Documents in escrow and distribute the same as set forth in this Agreement. Any capitalized terms not defined herein shall have the meaning ascribed to them in the Preferred Stock Purchase Agreement, of even date herewith between VBYR and Xxxxxx (the “Preferred Stock Purchase Agreement”), the Agreement and Plan of Merger, of even date herewith between CSI and VBYR (the “Merger Agreement”), and any and all documents related thereto, with this Agreement being an exhibit to such Preferred Stock Purchase Agreement (collectively, the “Documents,” and all Documents other than this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement being collectively referred to herein as the “Transaction Documents.”)
1.2 Upon the execution and delivery of this Agreement by the parties hereto, the parties to the Preferred Stock Purchase Agreement and the Merger Agreement shall execute and deliver such agreements, and this Agreement, the Preferred Stock Purchase Agreement and the Merger Agreement shall not be escrowed under the terms of this Agreement. Prior to the Closing Date, CSI, VBYR and Xxxxxx shall deliver the executed Transaction Documents to the Escrow Agent and Xxxxxx shall deposit the Funds with the Escrow Agent. The Escrow Agent shall thereafter hold the Funds and the Transaction Documents until the earlier of: (i) the date on which CSI, Xxxxxx and VBYR have consummated the Contemplated Transactions; (ii) the termination of any of the Contemplated Transactions prior to consummation; or (iii) February 28, 2005. In the event of the consummation of the Contemplated Transactions, then the Escrow Agent shall promptly release the Funds by wire transfer or check to the Authorized Recipients listed on Exhibit “A” attached hereto in the amounts designated for each of such Authorized Recipients for use by CSI and VBYR to repay the Dividend Note of CSI to the Original Shareholders, to repay the Merger Note portion of the Merger Consideration to be paid by VBYR to the Original Shareholders and to pay certain fees and commissions in connection with the transactions contemplated by the Preferred Stock Purchase Agreement, and the Escrow Agent shall also deliver the Transaction Documents to each of CSI, VBYR and Xxxxxx. In the event the closing of the Contem...
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Shares as contemplated by this Agreement.
1.2. Upon the execution of this Agreement, the Escrow Agent shall open a brokerage account with XX Xxxxxx Xxxxx Bank, N.A. (the “Escrow Agent Custody Account”) whereupon the Principal Shareholder shall deposit or cause to be deposited at least 3,000,000 shares of Common Stock (“Escrow Shares”) into the Escrow Agent Custody Account within seven (7) days thereof. The Escrow Agent Custody Account shall be in the sole name of the Escrow Agent and only the Escrow Agent shall have sole authority to transact the shares placed therein. In the event that the Principal Shareholder deposits shares in excess of 3,000,000 shares of Common Stock into the Escrow Agent Custody Account, the parties agree and hereby irrevocably authorize the Escrow Agent to transfer such excess shares back to the Principal Shareholder’s brokerage account upon instructions from the Principal Shareholder without requiring further authorization or approval from the Company and the Buyers. For the avoidance of any doubt, the Escrow Agent shall not be responsible for procuring the deposit of Escrow Shares. All parties agree to indemnify and hold harmless JPMorgan Chase Bank, N.A. and its Affiliates, employees, and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to their duties or performance as instructed by the Escrow Agent, other than those which have resulted from the gross negligence, fraud or willful misconduct of XX Xxxxxx Xxxxx Bank, N.A.
1.3. The Company will provide the Buyers with (i) the Company’s audited financial statements for 2009, prepared in accordance with US GAAP, on or before March 31, 2010 and (ii) the Company’s audited financial statements for 2010, prepared in accordance with US GAAP, on or before March 31, 2011, so as to allow the Buyers the opportunity to evaluate whether the 2009 Performance Threshold and the 2010 Performance Threshold were attained. In the event that any Buyer receives the financial information prior to its dissemination by the Company in either a press release or in the Company’s SEC Documents, the Company shall issue a press release announcing the information or file a Form 8-K within one trading day of a request by the Buyer to make such information public.
1.4. The parties hereby agree that the Escrow Shares shall be del...
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement.
(a) At the first Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account.
(b) Wire transfers to the Escrow Agent shall be made as follows: Xxxxxxx Xxxxxx & Green, P.C. Master Escrow Account Chase Manhattan Bank 0000 Xxxxxxxx - Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No. 000000000 Account No. 000-0-000000 Attention: L. Borneo
1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with:
(i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of Xxx Xxxxxxx, in the form of Exhibit E to the Purchase Agreement; (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum.
1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of fun...
TERMS OF THE ESCROW. 1.1 The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of up to US$2,500,000, in the aggregate, of the Debentures and the Warrants at the Closings as contemplated by the Purchase Agreement.
TERMS OF THE ESCROW. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Make Good Shares.
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Preferred Shares as contemplated by the Purchase Agreement.
1.2. Upon the Escrow Agent’s receipt of the aggregate subscription amounts into its master escrow account, together with copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, it shall advise the Company and Vision, or their designated attorney or agent, of the amount of funds it has received into its master escrow account.
1.3. Wire transfers to the Escrow Agent shall be made as follows: Bank: ABA No.: Account Name: Account No.: Reference:
1.4. The Company and Vision, promptly after being advised by the Escrow Agent that it has received the subscription amounts for the Closing, copies of counterpart signature pages of the Transaction Documents from each Purchaser and the Company and all other closing documents and deliveries required under Article IV of the Purchase Agreement, shall deliver to the Escrow Agent a Release Notice, in the form attached hereto as Exhibit A (the “Release Notice”).
1.5. Once the Escrow Agent receives the Release Notice executed by the Company and Vision, the Escrow Agent shall wire the subscription proceeds per the written instructions of the Company and Vision, net of fees, expenses and any other disbursements as set forth in the Release Notice.
1.6. Wire transfers to the Company shall be made pursuant to written instructions from the Company provided to the Escrow Agent.
1.7. Upon the written request from a Purchaser to the Escrow Agent, the Escrow Agent shall promptly return the subscription proceeds to each Purchaser pursuant to written wire instructions to be delivered by such Purchaser to the Escrow Agent.
TERMS OF THE ESCROW. 1.1 The parties hereby agree to establish an escrow account (the “Escrow Account”) with the Escrow Agent whereby the Escrow Agent shall hold the collected funds deposited into the Escrow Account (the “Escrow Funds”).
1.2 Upon the Escrow Agent’s receipt of the Escrow Funds from the Subscribers, the Escrow Agent shall telephonically advise Xxxxxxx, or its designated attorney or agent, of the amount of funds it has received into the Escrow Account.
1.3 Wire transfers to the Escrow Agent shall be made as follows: 000 Xxxx 00xx Xxxxxx 00xx Xxxxx
1.4 The Escrow Agent shall, upon receipt of written instructions in a form and substance satisfactory to the Escrow Agent from Xxxxxxx and Xxxx Xxxxxxxxx, pay the Escrow Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions.
1.5 Xxxxxxx may reject or cancel any subscription in the Offering in whole or in part. If payment for any such rejected or canceled subscription has been delivered to the Escrow Agent, Xxxxxxx will inform the Escrow Agent and of the rejection or cancellation, and the Escrow Agent upon receiving such notice shall promptly return such funds to said Subscriber, but in no event prior to those funds becoming collected and available for withdrawal.
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of up to $5,500,000 in the aggregate of Debentures and Warrants as contemplated by the Purchase Agreement.
1.2. Upon the Escrow Agent’s receipt of the aggregate Subscription Amounts for the Closing into its master escrow account, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company’s designated attorney or agent, of the amount of funds it has received into its master escrow account.
1.3. Wire transfers to the Escrow Agent shall be made as follows: STERLING NATIONAL BANK 000 0XX XXXXXX XXX XXXX, XX 00000 ACCOUNT NAME: XXXXXXX XXXXXXXXX LLP ABA ROUTING NO: 000000000 ACCT NO: 0000000000 REMARK: HTVL/[FUND NAME]
TERMS OF THE ESCROW. The parties hereby agree to have Jxxxxx X. XxXxxxx, Esq. act as Escrow Agent whereby the Escrow Agent shall receive the Shares and Funds in escrow and distribute the same as set forth in this Agreement.
TERMS OF THE ESCROW. 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the 4,300 shares of Convertible Preferred Stock and the Warrants at the Closing as contemplated by the Purchase Agreement.
(a) At the Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement,
