The Escrow Deposit. Escrow Agent shall hold the Escrow Funds until all funds have been disbursed in accordance with this Agreement (the “Term”) for the benefit of the Buyer. The Escrow Funds shall be deposited into the Escrow Account by the Company and the Buyer as set forth in the Securities Purchase Agreement. Upon each deposit into the Escrow Account, the Buyer shall provide to the Escrow Agent a completed Monitoring Fee Schedule in the form attached hereto as Exhibit A (a “Monitoring Fee Schedule”) with respect to such deposit into escrow setting forth the date and amount of such deposit and the schedule of disbursements to be made from escrow.
The Escrow Deposit. Escrow Agent shall hold and release the Cash Consideration as follows:
a. Upon delivery of the Cash Consideration, the Escrow Agent shall immediately release 5% of the Cash Consideration to JNE;
b. From the date of Closing until the Share Unrestricted Date (defined below), the Escrow Agent may release up to an additional 5% of the Cash Consideration at the direction and request of JNE to unrelated third parties for the purpose of completing the conversion of the Preferred Stock to common stock of AFSI, the removal of any restrictions on the transfer of such shares and any related actions or other matters required to undertake the transactions contemplated by the Stock Purchase Agreement (the "Unrestricted Share Reserve");
c. Upon the date that the Purchaser receives the Shares without restrictive legend (the "Share Unrestricted Date"), the Escrow Agent shall release the balance of all Cash Consideration then in Escrow to JNE (including, without limitation, any balance left of the Unrestricted Share Reserve");
d. The Escrow Agent may release the Cash Consideration to JNE or Purchaser, as the case may be, pursuant to joint written instructions executed by JNE and Purchaser;
e. The Escrow Agent may release the Cash Consideration to JNE or Purchaser, as the case may be, pursuant to any "final order" of a court of competent jurisdiction, any such order being deemed to be "final" if (i) such order has not been reserved, stayed, enjoined, set aside, annulled or suspended, (ii) no request for a stay, suspension or an injunction, petition for reconsideration or appeal, or sua sponte action with comparable effect is pending with respect to the order, and (iii) the time for filing any such request, petition or appeal or further taking of any such sua sponte action has expired; or
f. The Escrow Agent shall release the balance of the Cash Consideration (less the full Unrestricted Share Reserve) upon written notice by Purchaser if the Share Unrestricted Date has not occurred on or before the later of March 31, 1998 or the date of such notice by Purchaser.
The Escrow Deposit. 1.2.1. On the execution date of this Agreement, the Shareholders shall provide the Escrow Agent with the information and documents as detailed in Exhibit E.
1.2.2. On the date hereof, Shareholders have caused the Shares to be transferred to the separate securities accounts (which will be further credited to the Escrow Agent's trust account for each of the Shareholders) of the Escrow Agent set forth in Annex C attached hereto (together with any dividends thereon, the "Escrow Deposit"), which Annex A shall indicate the Shares held of record by the Bronicki Shareholder (the "Registered Shares"). With respect to the Registered Shares, the Escrow Agent and Bronicki Shareholder shall execute a share transfer deed on the date hereof in order to effect said transfer and upon a prior written request of the Bronicki Shareholder the Escrow Agent will deposit such Registered Shares electronically and the Bronicki Shareholder shall provide the Escrow Agent with the cost basis of such Registered Shares and shall cover all commission related to such electronic deposit. With respect to the other Shares (being wired through electronic securities accounts), the Shareholders shall notify the Escrow Agent in writing upon transfer.
1.2.3. The parties acknowledge that once the Consideration Shares are issued pursuant to the Share Exchange Agreement and remitted to the Escrow Deposit in accordance with its terms, such Consideration Shares (including any dividends thereon) shall be considered part of the Escrow Deposit. It is hereby clarified that, other than the Consideration Shares issued in exchange for the Registered Shares, the remaining Consideration Shares shall be deposited with the Escrow Agent through the facilities of the Tel Aviv Stock Exchange, unless, following the Closing, the applicable Shareholder instructs the Escrow Agent in writing to do so through NYSE.
The Escrow Deposit. 1.2.1. On the date hereof, Shareholders have caused the Shares to be transferred to the separate securities accounts of the Escrow Agent set forth in Annex C attached hereto (together with any dividends thereon, the "Escrow Deposit").
1.2.2. The parties acknowledge that once the Consideration Shares are issued pursuant to the Share Exchange Agreement and remitted to the Escrow Deposit in accordance with its terms, such Consideration Shares (including any dividends thereon) shall be considered part of the Escrow Deposit.
The Escrow Deposit. Escrow Agent shall hold and release the ACC Shares as follows:
The Escrow Deposit. (a) Contemporaneously with the execution of this Agreement, the Purchaser, the Shareholders and Haytxx & Xurlxx xxx Shugxxxx, Xxomxxx & Xilrxx, X.C., acting jointly (the "Escrow Agent"), will enter into escrow agreements, in the form attached hereto as Exhibit A (the "Indemnity Escrow Agreements"), and at the Closing, the Purchaser shall deposit $550,000 and $25,000, respectively, of the Purchase Price with the Escrow Agent by wire transfer of immediately available funds (the "Indemnity Escrow Amounts" and, together with all earnings thereon, collectively, the "Indemnity Escrow Deposits"). The Indemnity Escrow Deposits will be held, invested and disbursed as provided herein and in the applicable Indemnity Escrow Agreements.
(b) Subject to the terms and conditions hereof and of the applicable Indemnity Escrow Agreement, the Indemnity Escrow Deposits shall be applied as provided in Section 10.08 hereof and in the applicable Indemnity Escrow Agreement.
(c) Nothing in this Section 2.02, in Section 10.08 or in the Indemnity Escrow Agreements (including, without limitation, the expiration of the Indemnity Escrow Agreements in accordance with their terms) or otherwise shall limit the agreements and obligations of the parties hereto set forth herein, including, without limitation, pursuant to Section X hereof.
The Escrow Deposit. Escrow Agent shall hold and release the Escrow ------------------ Shares as follows:
a. Release of the Xxxxxx Restricted Shares, Lebrecht Restricted Shares, Xxx ------------------------------------------------------------------------- Restricted Shares, Xxxxxx Consulting Shares, Lebrecht Consulting Shares, and Xxx -------------------------------------------------------------------------------- Consulting Shares. ------------------
i. The Escrow Agent shall release and distribute the Xxxxxx Restricted Shares, Lebrecht Restricted Shares, Xxx Restricted Shares, Xxxxxx Consulting Shares, Lebrecht Consulting Shares, and Xxx Consulting Shares to the respective holder thereof, or their assigns, immediately upon the filing of a Form 8-K with the Securities and Exchange Commission describing the transaction contemplated by the Stock Exchange Agreement, and the receipt of verbal notice by the Escrow Agent and WAMEX from the NASD that WAMEX is in compliance with Rule 6530.
ii. The Escrow Agent shall release and distribute the Xxxxxx Restricted Shares, Lebrecht Restricted Shares, Xxx Restricted Shares, Xxxxxx Consulting Shares, Lebrecht Consulting Shares, and Xxx Consulting Shares to WAMEX in the event the condition precedent set forth in section 3.1(a)(i) is not satisfied by March 15, 2000.
The Escrow Deposit. Escrow Agent shall hold and release the Conversion Shares as follows:
The Escrow Deposit. Escrow Agent shall deliver a notice of change ------------------- of ownership, and shall hold and release the Debenture and the Purchase Price as follows:
The Escrow Deposit. Escrow Agent shall hold and release the -------------------- Xxxxxxxx Funds, Xxxxxxxx Shares, Xxxxxx Funds, Xxxxxx Shares, Xxxxxx Shares, and the Xxxxxx Shares (collectively, the "Deposited Assets") as follows:
