The Escrow Deposit Sample Clauses

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. The funds transferred to the Escrow Agent pursuant to Section 2.2(a) (the "Escrow Deposit") are to be held in accordance with the terms of the Escrow Agreement to secure the Seller's indemnification obligations as set forth in Section 13. Subject to the provisions of the Escrow Agreement, the Escrow Agent will release to the Seller: (a) The sum of $2,000,000 of the principal balance of the Escrow Deposit, less any amounts released to the Seller pursuant to Section 2.3(b), upon the entry of an order or orders confirming plans of reorganization for the Seller and the Parent in the Chapter 11 Cases (as defined in Section 8.9 below) which have become final (as defined in Section 12.8 below) containing no provisions inconsistent with the terms of this Agreement, except that if such inconsistency is immaterial, the sum of $2,000,000, less any Damages (as such term is defined in Section 13.2) to the Purchaser resulting therefrom shall be released to the Seller. (b) If $2,000,000 of the Escrow Deposit has not been released to the Seller pursuant to Section 2.3(a) above by the end of six months after the Closing Date, $62,500 of the principal balance of the Escrow Deposit six months after the Closing Date and an additional $62,500 at the end of each three month period thereafter until such time as payments under Section 2.3(a) and this Section 2.3(b) aggregate $2,000,000; (c) $500,000 six months after the Closing Date; and (d) $500,000 on the first anniversary of the Closing Date. The Escrow Deposit shall be deemed to secure the Seller's and the Parent's obligations under Section 13.

The Escrow Deposit. Escrow Agent shall hold and release the Conversion Shares as follows:

The Escrow Deposit. Escrow Agent shall hold and release the RETN Stock and the AFSI Stock as follows:

The Escrow Deposit. Escrow Agent shall hold and release the First Certificate and the Second Certificate as follows:

The Escrow Deposit. (a) Contemporaneously with the execution of this Agreement, the Purchaser, the Shareholders and Hayt▇▇ & ▇url▇▇ ▇▇▇ Shug▇▇▇▇, ▇▇om▇▇▇ & ▇ilr▇▇, ▇.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. Pursuant to Section 1.2 of the Investment Agreement, simultaneously with each Purchaser’s execution of the Investment Agreement, each Purchaser (other than a Section 1.2(c) Purchaser, a Section 1.2(d) Purchaser (each as defined in the Investment Agreement) and any Purchaser that has agreed with the Company to deposit less than the full amount of its Purchase Price at such time (collectively, the “Alternative Arrangement Purchasers”) is delivering cash equal to the full amount equal to the Purchase Price for the number of Shares to be purchased by such Purchaser in the total Non-Contingent Offering and Contingent Offering of $250 million of Shares (less amounts not required to be deposited by the Alternative Arrangement Purchasers), by wire transfer of immediately available funds, directly to the Escrow Agent pursuant to the wire instructions listed on Schedule A hereto (the “Escrow Deposit”). The Escrow Agent shall deposit the Escrow Deposit into an account (the “Escrow Account”) and hold the Escrow Deposit and all net interest and other amounts earned thereon, if any, (collectively, the “Escrow Fund”) in the Escrow Account to be disbursed as provided herein.