The Escrow. 3.1 The Respondent shall be required, in accordance with the CRTSA, to deposit an amount equal to the Security Amount as escrow amount to the account number [●] of the Escrow Agent with [●] (bank clearing Nr. [●], SWIFT code: [●]) (the “Escrow Account”) in accordance with GC 16.2(v) of the CRTSA, i.e., within 10 (ten) calendar days after the appointment of the arbitrators becoming effective pursuant to Art. 5.1 of the Swiss Rules.
3.2 Carrier and Shipper hereby undertake to provide the Escrow Agent at the Escrow Agent's first written request with any such information and documentation as the Escrow Agent at its sole discretion may require in order to comply with applicable Swiss law regarding the prevention of money laundering, including, but not limited to, the disclosure of Carrier's and Shipper's beneficial owners.
3.3 Any interest paid by the bank carrying the Escrow Account in respect of the Security Amount and interest generated by investing the Security Amount in fiduciary deposits pursuant to article 5.1 hereinafter, less applicable taxes, fees and charges, shall upon credit to the Escrow Account automatically become part of the Security Amount and shall be distributed as provided for hereinafter.
The Escrow. The Escrow Holder shall disburse the Escrow Shares in accordance with the following procedures:
(a) If, before March 28, 2007, Jade Capital and/or the Shareholders shall have demonstrated that People’s Republic of China State Federal Drug Agency or other appropriate agency (“SFDA”) has issued a permit or the equivalent regulatory approval for Buyer to sell and distribute DR-70® in the People’s Republic of China without qualification (the “Approval to Market DR-70®”), in form and substance satisfactory to Buyer, then the Escrow Holder shall promptly disburse the Escrow Shares to Jade Capital and/or Shareholders, in such proportions as Jade Capital shall instruct.
(b) If Jade Capital has not notified Escrow Holder that the SFDA has issued the Approval to Market DR-70® before March 28, 2008, or if Buyer disputes that the purported approval is satisfactory, the Escrow Shares shall be delivered by Escrow Holder to Buyer for cancellation.”
2. All other provisions of the Escrow Agreement shall remain unchanged by this Amendment No. 1.
The Escrow. The Holdback Escrow Amount will be deposited with the Escrow Agent in conjunction with the purchase of the Assets and in proportion to the Assets that are purchased.
The Escrow. In accordance with the terms of the Merger Agreement, TAS has deposited with the Escrow Agent the Deposit Amount, consisting of funds contributed to its capital by LJH and Owl Creek. The Deposit Amount, plus all interest thereon, shall be held and disposed of in accordance with the terms of this Agreement (the “Escrow”).
The Escrow. Agent acknowledges receipt of and agrees to accept the Deposit and establish and maintain a separate account for each Purchaser's cash portion of the Deposit as provided herein (the "Escrow Account").
The Escrow. As a condition to the Merger Filing, Parent shall deliver certificates evidencing the Escrow Shares to the Escrow Agent, to be held by the Escrow Agent in an escrow account (the "Escrow") in accordance with the provisions of the Escrow Agreement. Within five business days after termination of the Escrow in accordance with the Escrow Agreement, the Escrow Agent shall deliver the Escrow Shares remaining in the Escrow, after all deductions have been made therefrom pursuant to Section 10.1, (I) to each Effective Time Stockholder who surrendered a Stock Certificate and received the Per Share Stock with respect to the shares evidenced by such Stock Certificate, an amount equal to (a) the Per Share Additional Stock, multiplied by (b) the number of shares of Company Common Stock evidenced by such Stock Certificate; and (II) the balance to Parent. Thereafter the Escrow Agent shall not be liable to any Persons claiming any amount of such Escrow Shares; and any subsequent distribution of the balance of such Escrow Shares shall be effected directly with Parent.
The Escrow. The Escrow shall be established on the following terms and conditions:
11.1 The escrow agent shall be Bank of Texas Trust Company, National Association ("Escrow Agent").
11.2 The Escrow shall be governed by the standard form of escrow agreement generally in use by the Escrow Agent (the "Escrow Agreement").
11.3 BOKF shall deliver the Escrow Amount to the Escrow Agent at the Closing. The Escrow Agent shall invest the Escrow Amount in three month certificates of deposit issued by Bank of Texas, National Association ("BOT") on the terms and conditions being offered by BOT to the public at the time of such investment and shall thereafter renew such certificates of deposit upon maturity as to the total amount remaining in the Escrow after payment of any Allowed Claim (for like periods and on the terms and conditions being offered by BOT to the public at the time of such renewal). Interest on the certificates shall be added to the Escrow and deemed part of the Escrow Amount.
11.4 In the event BOKF claims a breach of the representations and warranties of Swiss Avenue Bank arising under this Merger Agreement, BOKF shall give notice of the claim (a "Claim") to the Agent (as hereafter defined). The notice shall identify the representations and warranties which BOKF claims have been breached and describe in reasonable detail the basis of the Claim.
11.5 In the event BOKF makes a Claim(s) prior to the Claim Notice Deadline, the Escrow Agent shall continue to hold the Escrow Amount until such Claim(s) is resolved by (i) the mutual agreement of Agent and BOKF or (ii) a final adjudication determining the merits of the Claim(s), at which time the Escrow shall terminate and the Escrow Agent shall pay (a "Claim Payment") the Claim as mutually agreed or finally adjudicated (an "Allowed Claim").
11.6 The Escrow shall terminate at the later of the Claim Notice Deadline or the date on which all timely noticed Claims have been resolved by mutual agreement or final adjudication and all Allowed Claims, if any, shall have been paid.
11.7 Upon termination of the Escrow the Escrow Amount remaining in the Escrow shall be delivered to the holders of Swiss Avenue Common Stock on the Record Date in accordance with their respective interests.
11.8 The rights of the holders of Swiss Avenue Common Stock to receive payments from the Escrow shall not be assignable or transferable except by operation of law or by intestacy or with the approval of BOKF (which approval shall not be unreasonably ...
The Escrow. Promptly after the execution and delivery hereof, Glenayre will deliver to the Escrow Agent cash in the total amount as stated on Schedule 1 hereto. Such cash, together with all interest and other income earned thereon, is referred to herein as the "Escrow."
The Escrow. (a) Upon the earlier of (i) October 30, 2000 or (ii) the funding of the Private Placement and for a period of two years thereafter, as a guarantee of the value of the shares of common stock of the Corporation purchased by the Investors in the Private Placement, each of the Stockholders shall transfer, assign and deliver to and deposit with the Escrow Agent such Stockholder's Shares, except the Cezar Trust Shares, and shall deliver or cause to be delivered immediately upon the consummation of the Private Placement to the Escrow Agent the certificates evidencing such Shares, duly endorsed in blank (or with duly executed blank stock powers) for transfer. Each Stockholder hereby represents and warrants that the number of shares of common stock of the Corporation set forth opposite such Stockholder's name on Exhibit A includes all shares of such Common Stock beneficially owned by such Stockholder, whether issued in such Stockholder's name or otherwise. The Stockholders hereby agree to execute and deliver to the Escrow Agent an escrow agreement and such additional assignments and other instruments as may be necessary or required by the Escrow Agent to confirm and make effective such transfer, assignment, delivery and deposit.
(b) On the second anniversary of the consummation of the Private Placement, if a Delivery Event has occurred and is in effect on such date, the Escrow Agent shall deliver to the Investors or their respective designees, that number of Shares whose Market Price, taken as a whole, would represent the difference between (i) the aggregate purchase price paid by the Investors for the shares of common stock of the Corporation purchased by the Investors in the Private Placement and (ii) the Market Price of the common stock multiplied by such number of shares of common stock of the Corporation purchased by the Investors in the Private Placement, to the extent the Investors or their affiliates still own such shares. To the extent that any Shares shall be delivered to the Investors pursuant to this Section 2(b), such Shares shall be taken (w) first, from the escrowed Shares of Xxxxxx X. Xxxxx, except for the Cezar Trust Shares, and Xxxxxxx Xxxxxxxx on a pro rata basis in proportion to their holdings set forth on Exhibit A hereto (excluding the Cezar Trust Shares) and (x) then, to the extent necessary, from the escrowed Shares of the other Stockholders on a pro rata basis in proportion to their holdings set forth on Exhibit A hereto. The balance of the...
The Escrow. The Buyer Stock held in the Escrow shall be valued for all purposes under this Agreement at $27.6625 per share, which is their Fair Market Price at Closing (as defined in the Merger Agreement). The shares of Buyer Stock held in the Escrow shall initially be registered in the name of the Escrow Agent, as attorneys for the benefit
