Direction to Escrow Agent Clause Samples
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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. 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. Upon the occurrence of an event described in sections 9.1 and 9.2, the Issuer will provide written direction to the Escrow Agent in regards to the release of escrowed securities.
Direction to Escrow Agent. (a) Each of the Vendors hereby authorizes and directs the Purchaser to issue and deliver to the Escrow Agent on behalf of each Vendor the number of Escrowed Shares set out next to their respective names in Schedule “A” attached hereto as partial consideration of amounts owing to them pursuant to the Purchase Agreement. 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.
(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) The Vendors and the Purchaser hereby directs the Escrow Agent to release the Escrowed Shares to the Vendors pro rata in accordance with their entitlements set out in Schedule “A” on the following basis:
(i) 3,250,000 Escrowed Shares shall be released upon the completion of Capital Raise(s) in the aggregate amount of $1,511,497 excluding the proceeds raised pursuant to the Series E Debenture financing completed as of September 29, 2011 being $488,503; and
(ii) an additional 3,250,000 Cynapsus Shares shall be released upon the completion of each subsequent Capital Raise(s) in the aggregate amount of $1,000,000 or multiples thereof in excess of the amounts raised under the Capital Raise(s) under Subsection 3(d)(i), until the aggregate amount of all Capital Raises equals $8,000,000.
(e) Notwithstanding Section 3(d), 75% of such released Escrowed Shares to be delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be delivered to the Escrow Agent to be held in escrow in accordance with the executive escrow agreement dated as of the date hereof between the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and the Escrow Agent.
Direction to Escrow Agent. The Company shall have directed the Escrow Agent to pay directly to the Agent at the Closing any amounts due the Agent as of such Closing pursuant to this Agreement, upon request of the 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 Sellers or such other persons as Sellers 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 Shareholders 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. ▇▇▇▇▇ 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.