Direction to Escrow Agent. The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.
Direction to Escrow Agent. The Company shall have directed the Escrow Agent to pay directly to the Placement Agent at the Closing any amounts due the Placement Agent as of such Closing pursuant to this Agreement, upon request of the Placement Agent.
Direction to Escrow Agent. Letter of Direction from Buyer directing Escrow Agent to pay the Purchase Price and all other amounts due at Closing and Buyer's documents to Seller or such other persons as Seller shall designate.
Direction to Escrow Agent. Big Flash, the Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.
Direction to Escrow Agent. The Issuer and each Securityholder hereby direct the Escrow Agent to retain the Securities in escrow until the Securities are released from escrow pursuant to the terms of this Agreement.
Direction to Escrow Agent. If Escrow Agent shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, schedule, report, certificate, direction or other document from any other party to this Agreement with respect to the Escrowed Shares that, in Escrow Agent's opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrowed Shares, Escrow Agent shall be entitled, without liability to anyone, to refrain from taking any action other than to use Escrow Agent's best efforts to keep safely the Escrowed Shares until Escrow Agent shall be directed otherwise in writing by an order, decree or judgment of a court of competent jurisdiction that has been finally affirmed on appeal or that by lapse of time or otherwise is no longer subject to appeal or by mutual agreement of ROI and the Shareholder evidenced in writing to Escrow Agent with direction; but Escrow Agent shall be under no duty to institute or defend any proceeding.
Direction to Escrow Agent. (a) The Vendor hereby agrees that the Purchaser shall issue and deliver to the Escrow Agent on behalf of the Vendor the number of Escrowed Shares set out in Schedule "A" attached hereto. The Vendor further agrees that immediately upon their release from escrow under the Corporate Escrow Agreement, 75% of the Corporate Escrow Shares shall be placed and deposited in escrow with the Escrow Agent in accordance with the terms herein and shall be considered to form a part of the Escrowed Shares thereafter. The Purchaser hereby also agrees to deliver certificates representing such Escrowed Shares (including any replacement Escrowed Shares or certificates) to the Escrow Agent for deposit in escrow.
(b) The Vendors and the Purchaser hereby direct the Escrow Agent to retain the Escrowed Shares and the certificates (including any replacement Escrowed Shares or certificates) representing the same together with all Escrow Amounts and not to do or cause anything to be done to release the same from escrow or to allow any transfer, lien, charge or alienation thereof, other than in accordance with the terms of this Agreement, provided that one- third (1/3) of all Escrowed Shares shall be released from escrow to the Vendor on each of the 12 month anniversaries of the date hereof, subject to the terms of this Agreement (the "Release Schedule").
(c) The Vendors hereby direct the Purchaser to pay to the Escrow Agent all Escrow Amounts owing or accruing due on the Escrowed Shares during the term hereof to be held and paid to the parties in the same manner as the Escrowed Shares in accordance with this Agreement.
(d) Notwithstanding the foregoing, if the number of shares to be released on any date is a fractional number of shares, the Escrow Agent shall only release from escrow the next whole number of shares which is less than the fractional number otherwise releasable, except in respect of the last portion of the Escrowed Shares to be released, which portion will be released in its entirety.
Direction to Escrow Agent. XXXXX and SkyLynx hereby direct the Escrow Agent to retain the Escrowed SkyLynx Shares until they are to be released from escrow pursuant to the terms of this Agreement or upon the prior written consent of SkyLynx.
Direction to Escrow Agent. XML and Xenos hereby directs the Escrow Agent to retain the Escrowed Xenos Shares until they are to be released from escrow pursuant to the terms of this Agreement or upon the prior written consent of Xenos.
Direction to Escrow Agent. The parties hereby agree that the amount of the Escrowed Fund is $132,000. The parties further agree that under the terms of this Amendment, such amount shall be distributed $11,395 to Smithway and $120,605 to Seller as set forth in the attached schedule, incorporated herein by this reference. The parties hereby direct Escrow Agent to distribute the Escrowed Fund in accordance with this Section 16 immediately.
