Deliveries to Escrow Agent Sample Clauses
Deliveries to Escrow Agent. A Security Holder who wishes to tender Securities (the “Tendered Securities”) to a bona fide formal take-over bid, plan of arrangement, amalgamation, merger or similar transaction (a “Transaction”) shall deliver to the Escrow Agent:
(a) a written direction signed by the Security Holder (a “Direction”) that directs the Escrow Agent to deliver to a specified person (the “Depositary”) either:
(i) certificates evidencing the Tendered Securities; or
(ii) where the Security Holder has provided the Escrow Agent with a notice of guaranteed delivery or similar notice of the Security Holder's intent to tender the Tendered Securities to the Transaction, that notice;
(b) a letter of transmittal or similar document;
(c) where required, a transfer power of attorney duly executed by the transferor;
(d) the written consent of the Exchange;
(e) any other documentation required to be delivered to the Depositary under the terms of the Transaction; and
(f) such other information concerning or evidence of the Transaction that the Escrow Agent may reasonably require.
Deliveries to Escrow Agent. Each Purchaser shall deliver to the Escrow Agent the sum indicated alongside its name on Exhibit B attached hereto, and Escrow Agent shall acknowledge receipt of such amount and agrees to hold and disburse said amount (collectively, the “Escrow Amount”) in accordance with the terms and conditions of this Escrow Agreement and for the uses and purposes stated herein. Such amount shall be delivered into escrow by each Purchaser in accordance with the instructions in Exhibit C.
Deliveries to Escrow Agent. Where the Security Holder wishes to tender certain Escrowed SkyLynx Shares of the Security Holder (the "Tendered Securities") to a bona fide formal takeover bid, plan of arrangement, amalgamation, merger or similar transaction (a "Transaction") the Security Holder will deliver to the Escrow Agent:
(a) a written direction signed by the Security Holder (a "Direction") that directs the Escrow Agent to deliver to a specified person or company (the "Depositary") either:
(i) certificates evidencing the Tendered Securities, or
(ii) where the Security Holder has provided the Escrow Agent with a notice of guaranteed delivery or similar notice of the Security Holder's intent to tender the Tendered Securities to the Transaction, that notice, together with a letter of transmittal or similar document and, where required, transfer power of attorney duly executed for transfer, and any other documentation specified or provided by the Security Holder and required to be delivered to the Depositary under the terms of the Transaction; and
(b) such other information concerning or evidence of the Transaction as the Escrow Agent may reasonably require.
Deliveries to Escrow Agent. The Depositor shall deliver to the Escrow Agent via wire transfer or book transfer an initial deposit in the sum of $225,000.00. Depositor and Beneficiary agree that additional funds may be deposited into the Escrow account during the term of the Escrow agreement. Escrow Agent shall acknowledge receipt of such amount(s) and agrees to hold and disburse said amount(s) (collectively, the Escrow Amount) in accordance with the terms and conditions of this Escrow Agreement and for the uses and purposes stated herein. Such amount(s) shall be delivered into escrow in accordance with the instructions in Exhibit B.
Deliveries to Escrow Agent. 1.1 Three months after delivery of the first AMR System production batch, Telematics shall deliver the AMR system Production File to Escrow Agent. Escrow Agent shall confirm to Arad, in writing, that the AMR system production file have been deposited.
1.2 Telematics shall deliver, when applicable, and, on an annual basis, to Escrow Agent the updates and new revision of any document included in the AMR system Production File (the "Upgrades").
Deliveries to Escrow Agent. With the execution of this Agreement, Buyer is depositing with Escrow Agent cash in the amount of $3,100,000 (the "Deposited Amount" and as increased by any earnings thereon ("Escrow Earnings") and as reduced by any disbursements or amounts withdrawn under Section 6 hereof, the "Escrow Fund"). Escrow Agent acknowledges receipt thereof. All such funds in the Escrow Fund will be held in escrow by the Escrow Agent and will subsequently be transferred only in accordance with the terms and provisions of this Agreement.
Deliveries to Escrow Agent. Each Purchaser shall deliver to the Escrow Agent the sum indicated alongside its name on Exhibit B attached hereto, and Escrow Agent shall acknowledge receipt of such amount and agrees to hold and disburse said amount (collectively, the "Escrow Amount") in accordance with the terms and conditions of this Escrow Agreement and for the uses and purposes stated herein. Such amount shall be delivered into escrow by each Purchaser in accordance with the instructions in Exhibit C. If Investor Representative or any other broker acting through the Investor Representative shall obtain any Purchaser's funds for any reason, it shall transmit them to Escrow Agent no later than noon on the next business day following receipt.
Deliveries to Escrow Agent. 1.1 The Escrow Agent shall receive, hold and preserve the Transponder Documents in as safe and secure a manner as possible, appropriate for valuable assets similar in nature to the Production File - in a separate container, appropriately segregated from materials that do not form part of the subject matter of this Agreement at a location in the State of Israel to be mutually agreed upon by Telematics and Derech Eretz with access only by such employees of the Escrow Agent as are duly authorized by the Escrow Agent from time to time, and for disposition only in accordance with the provisions of this Agreement. The Escrow Agent shall have no beneficial rights in the Transponder Documents.
1.2 The Escrow Agent recognizes and agrees that the materials contained in the Transponder Documents are the valuable assets and proprietary and confidential information of Telematics and may be required under the terms hereof by Derech Eretz as contemplated by this Agreement. Further, the Escrow Agent agrees to hold the Transponder Documents in strictest confidence and take all appropriate acts to maintain their confidentiality. The Escrow Agent agrees that it will not use, copy or disclose the Transponder Documents to any person, in any manner whatsoever, except as expressly provided for herein.
1.3 For the avoidance of doubt, the Transponder Documents will include: product tree, flow charts, electrical drawings, mechanical and layout drawings, electrical harnesses and wiring drawings, gerber files for printed circuit boards, assembly instructions and drawings, parts and vendors list, test setup and procedures, executable software files, programming instructions for firmware (ASIC and any other programming devices), specifications for special components, authorization letter assignment for the direct procurement of standard and special components.
Deliveries to Escrow Agent. 1.1 At the Closing, Ameristar shall deliver to First Security Bank of Nevada (Attn: David ▇▇▇▇▇, ▇▇▇▇ident), as escrow agent (the "Escrow Agent"), each of the following:
(a) a promissory note in the form attached hereto as Schedule 1, which shall continue to have blanks for the "date of this note" and the "principal amount" (the "Rebeil ▇▇▇▇");
(b) a promissory note in the form attached hereto as Schedule 2, which shall have the "principal amount" filled in with an amount equal to the product of 7,270,408 shares multiplied by the Average 10-Day Closing Price as of the Closing Date but which shall continue to have a blank for the "Settlement Date" (the "Alternative Rebeil ▇▇▇▇");
(c) a promissory note in the form attached hereto as Schedule 3, which shall continue to have a blank for the "date of this note" and the "principal amount" (the "Magliarditi Note"); and (d) a promissory note in the form attached hereto as Schedule 4, which shall have the "principal amount" filled in with an amount equal to the product of 229,592 shares multiplied by the Average 10-Day Closing Price as of the Closing Date but which shall continue to have a blank for the "Settlement Date") (the "Alternative Magliarditi Note"). Escrow Agent shall handle the Rebeil ▇▇▇▇, the Alternative Rebeil ▇▇▇▇, the Magliarditi Note and the Alternative Magliarditi Note strictly and exclusively in accordance with the terms and provisions of this Agreement at all times. Escrow Agent shall not ever act in any way or manner contrary to this Agreement unless instructed to do so in a writing duly signed by Ameristar, Rebeil ▇▇▇ ▇aglia▇▇▇▇▇.
Deliveries to Escrow Agent. Promptly after the execution of this Agreement, Purchasers shall deposit the Purchase Price in clear funds into the Lawyer’s Trust Account maintained by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. (the “Escrow Agent”), and each Seller shall deliver to the Escrow Agent certificates for his or her Purchased Shares, together with a stock power for such Purchased Shares, endorsed in blank and signed by Seller with a medallion guarantee of his signature. The Escrow Agent will hold the escrowed items in escrow pending the closing of the sale of the Purchased Shares or the termination of this Agreement. Upon receipt of notice of termination given by either party pursuant to Section 9 hereof, the Escrow Agent shall return the Purchased Shares to the Sellers and return the total Purchase Price to the Purchasers.