Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Escrow Deposit has the meaning set forth in Section 2.1.
Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.
Deposit Escrow Agreement has the meaning set forth in Section 2.2.
Escrow End Date has the meaning specified in the Escrow Agreement.
Escrowed Property has the meaning set forth in the Escrow Agreement.
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Escrow Deposit Agreement means the agreement provided for in Section 4.02(a) of this Resolution.
Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).
Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.
Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.
Escrowed Shares has the meaning set forth in Section 2.4.
Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.
Escrow Cash is defined in Section 4.1(a).
Initial Deposit Amount means the Issuing Entity’s deposit to the Reserve Account, on or before the Closing Date, of $[•].
Escrow Period shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates:
(i) The date upon which Escrow Agent confirms that it has received in the Escrow Account all of the proceeds of the sale of the Convertible Debentures;
(ii) The expiration of twenty (20) days from the date of commencement of the Offering (unless extended by mutual written agreement between the Company and the Investor(s) with a copy of such extension to Escrow Agent); or
(iii) The date upon which a determination is made by the Company and the Investor(s) to terminate the Offering prior to the sale of all the Convertible Debentures. During the Escrow Period, the Company and the Investor(s) are aware that they are not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or the Investor(s) or any other entity, or be subject to the debts of the Company or the Investor(s) or any other entity.
Escrow Amount has the meaning set forth in Section 2.1(c).
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).
Holdback has the meaning set forth in Section 4.1(d)(i).
Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.
Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.
Deposited Property means the Deposited Securities and any cash and other property held on deposit by the Depositary and the Custodian in respect of the ADSs under the terms of the Deposit Agreement, subject, in the case of cash, to the provisions of Section 4.8. All Deposited Property shall be held by the Custodian, the Depositary and their respective nominees for the benefit of the Holders and Beneficial Owners of the ADSs representing the Deposited Property. The Deposited Property is not intended to, and shall not, constitute proprietary assets of the Depositary, the Custodian or their nominees. Beneficial ownership in the Deposited Property is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property.
Additional Deposit shall have the meaning set forth in Section 2.2.2.
Reserve Fund Initial Deposit means the initial deposit of cash in the amount of $3,846,153.85 made by or on behalf of the Seller into the Reserve Fund on the Closing Date.
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.