Release from Escrow. (1) The Shareholder irrevocably directs the Escrow Agent to retain the Shares until the Shares are released from escrow pursuant to subsection (2) or surrendered for cancellation pursuant to section 8.
(2) The Escrow Agent shall not release the Shares from escrow unless the Escrow Agent has received a letter from the Superintendent or the Exchange consenting to the release.
(3) The approval of the Superintendent or the Exchange to a release from escrow of any of the Shares shall terminate this agreement only in respect of the Shares so released.
Release from Escrow. (a) Subject to Sections 4 and 11, the Escrow Agent shall release the funds in the Deposit Escrow Account or any portion thereof to any designated payee, including Offeror, the Company and American Stock Transfer & Trust Company, LLC, as depositary (the “Depositary”), in accordance with their wire instructions set forth in Section 12(b), following compliance by the Interested Parties with the procedures set forth in this Section 2(a) and receipt by the Escrow Agent of a Joint Instruction or Order (each, as defined below): Within two (2) Business Days following receipt by the Escrow Agent of (i) joint written instructions executed by each of the Interested Parties (a “Joint Instruction”) instructing the Escrow Agent to release to either of the Interested Parties all or a portion of the Aggregate Deposit (each such amount, a “Deposit Release Amount”), or (ii) a copy of a final judgment or decree of a court of competent jurisdiction (each, an “Order”) directing the Escrow Agent to release to either of the Interested Parties a Deposit Release Amount, the Escrow Agent shall release to such Interested Party such Deposit Release Amount in accordance with such Joint Instruction or Order. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken, or when all appeals taken shall have been finally determined. With respect to any Order, the Escrow Agent shall be entitled to receive an opinion of counsel from the claiming party to the effect that such order is final and not subject to appeal. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of the Offeror or the Company as set forth in Section 12(b) or as otherwise directed pursuant to a Joint Instruction or Order.
(b) Any Joint Instruction received after 11:00 a.m. New York City time shall be treated as if received on the following Business Day.
Release from Escrow. (a) In the event that (i) Seller shall not ------------------- have objected to the amount claimed by the Indemnified Buyer Group for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (ii) Seller shall have delivered notice of its disagreement as to the amount of any indemnification requested by the Indemnified Buyer Group and either (A) Seller and Buyer shall have, subsequent to the giving of such notice, mutually agreed that Seller is obligated to indemnify the Indemnified Buyer Group for a specified amount and shall have so jointly notified the Escrow Agent or (B) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Indemnified Buyer Group for indemnification from Seller and the Escrow Agent shall have received, in the case of clause (A) above, written instructions from Seller and Buyer or, in the case of clause (B) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Indemnified Buyer Group from the Escrow Funds any amount determined to be owed to the Indemnified Buyer Group under Section 6.1 in accordance with the Escrow Agreement.
(b) Upon delivery of evidence satisfactory to Buyer in Buyer's sole discretion that all Assumed Liabilities relating to federal and State of Missouri telecommunications taxes and penalties shall have been satisfied in full, Seller shall be entitled to have released from Escrow Fund A 50% of such number of shares of Common Stock held in Escrow Fund A that, when considered with the shares of Common Stock held in Escrow Fund B, shall not be required to be set aside or reserved to pay unsatisfied Indemnification Items (as such term is defined in the Escrow Agreement).
Release from Escrow. The Company shall have complete authority with respect to determining when the Escrowed Shares are to be released from the terms of this Escrow Agreement, to whom the Escrowed Shares are to be released from the terms of this Escrow Agreement, and in what quantities the Escrowed Shares are to be released from the terms of this Escrow Agreement, subject only to the following terms:
(a) 700,000 Escrowed Shares ("Indemnity Shares") shall be held in escrow pursuant to the terms of this Escrow Agreement until the ________ day of June, 2000, at which time and thereafter 420,000 Indemnity Shares may be released from the terms of this Escrow Agreement and thereafter an additional 70,000 Indemnity Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of September, 2000, December, 2000, March, 2001,and June, 2001;
(b) 1,800,000 Escrowed Shares shall be held in escrow pursuant to the terms of this Escrow Agreement until the ________ day of December, 1999, at which time and thereafter 720,000 Escrowed Shares may be released from the terms of this Escrow Agreement and thereafter an additional 180,000 Escrowed Shares may be released from the terms of this Escrow Agreement on and after each of the _____ day of March, 2000, June, 2000, September, 2000, December, 2000, March, 2001,and June, 2001; and
(c) One Escrowed Share which is not an Indemnity Share shall be issued (subject to the terms of this Escrow Agreement) to those shareholders of the Company (the "Shareholders") for every four (no fractional shares will be issued) shares of common stock of the Depositor issued to the Shareholders pursuant to the Offer (as defined in the Stock Exchange Agreement), other than with respect to (i) the shares of common stock issued pursuant to the tendering of securities of the Company issued at a cost of $0.01, and (ii) the shares of common stock issued for securities of the Company pursuant to a compulsory acquisition procedure or subsequent acquisition transaction.
Release from Escrow. Upon receipt of written confirmation from MAG that all documents and instruments have been duly executed and delivered, the Escrow shall release (a) to the Company, the sum of $3,870,000, (b) to MAG, the Due Diligence Fee in the amount of $135,000 and legal fees in the amount of $25,000, (c) to Escrow the escrow fee in the amount of $5,000.
Release from Escrow. The Performance Shares that vest, and with respect to which the Forfeiture Restriction lapses, in accordance with Exhibit A and this Section 3, shall be released from escrow (if applicable) and delivered to the Participant, subject to collection of applicable Withholding Taxes in accordance with Section 7.
Release from Escrow. Upon termination of this Agreement pursuant to Sections 11.3 and 11.4, the Title Company shall promptly return to Buyer and Seller, respectively, all documents and monies deposited by them into escrow, subject to Seller’s right to retain the Deposit pursuant to Sections 2.2.5. and 11.4.
Release from Escrow. As and when all of the Escrow Funds are either distributed as provided hereunder or deposited with the registry of the court in interpleader, the Escrow Agent shall be released and discharged from any further obligation hereunder without further action of any party. Compliance by the Escrow Agent with any final, non-appealable order or a judgment of a court concerning the subject matter of any such dispute or agreement shall thereupon release and relieve the Escrow Agent from all obligations and responsibility with respect to the Escrow Funds to which such order or judgment relates.
Release from Escrow. 10.1 The Escrow Agent will hold the Escrow Documents in escrow until they are released from escrow as follows:
(a) Subject to below sub-section (b), the Escrow Agent shall release the Escrow Documents to the Director in accordance with the following schedule:
(i) 1/3 of the Escrow Documents (being 1 Share Certificate and 1 Stock Power) shall be released six (6) months after the date of this Agreement;
(ii) 1 3 of the Escrow Documents (being 1 Share Certificate and 1 Stock Power) shall be released twelve (12) months after the date of this Agreement; and
Release from Escrow. 4.1 In the event that the shares of Equilar shall be called to trade through the facilities of a suitable stock exchange:
(a) it may be that the express consent, order or direction in writing of such Exchange must be first had and obtained prior to the release of any of the Equilar Shares from the terms of the escrow herein created;
(b) the written consent, order or direction of the Exchange as to a release from escrow of all or part of the Equilar Shares shall terminate this Agreement only in respect of those securities so released and, for greater certainty, this provision does not apply to securities transferred within escrow;
(c) it is understood that any such Exchange consents to release from escrow will be based upon the rules of such Exchange, as promulgated from time to time; and
(d) the parties hereby agree that the Exchange may, in certain circumstances including but not limited to the suspension from trading or de-listing of the issuer by the Exchange, require that all or any of the securities then in escrow be tendered to the issuer by way of gift or for cancellation and that:
(i) any such securities shall remain in escrow, subject to the terms and conditions of this Agreement, until the securities are fully and effectually canceled or otherwise transferred for the benefit of the issuer; and
(ii) where the securities can not be canceled, they shall be held for the benefit of the issuer by the Agent and remain in escrow, subject to the terms and conditions of this Agreement, but they shall not be voted and any dividends shall be donated back for the benefit of the issuer.
4.2 Notwithstanding the provisions of section 4.1, the Shareholder does hereby acknowledge that there is a positive duty incumbent upon it and, further, that it is in its best interests, to take active steps to encourage and assist in the development and maintenance of an orderly market for the securities of Equilar. The Shareholder shall not be entitled to obtain a release of any of the Equilar Shares from escrow until 24 months following the date of this Agreement (the "Escrow Term"), subject to the exercise of discretion granted to the Releasor under section 4.3 below whereby the Equilar Shares may be released prior to the expiration of the Escrow Term. Thereafter, subject only to the requirements of any Exchange, as set out in section 4.1 above, the Shareholder shall be entitled to receive the Equilar Shares from the Agent.
4.3 Subject to the requirements of the Exchange, i...
