Escrow Agent Instructions Sample Clauses

Escrow Agent Instructions. In the event that any notice or written instruction to the Escrow Agent described in Section 9.6 of the Purchase Agreement requires such notice or written instruction to only be provided by one party (the “Notice Provider”), but the similar notice or written instruction to the Escrow Agent in the Escrow Agreement requires such notice or written instruction to be provided jointly by both the Seller Representative and Buyer, the party as between the Seller Representative and Buyer that is not the Notice Provider shall, promptly (but in any event within three (3) Business Days) after receiving notice from the Notice Provider of such notice or written instruction, provide the Escrow Agent with joint written instructions consistent with the notice or written instruction which the Notice Provider was entitled to provide pursuant to Section 9.6 of the Purchase Agreement.
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Escrow Agent Instructions. The provisions of this Section 11 shall constitute the joint instructions of the Parties to the Closing Office. 13.1 The Closing Office shall receive, hold and disburse all funds, arrange the execution, delivery and recording of all documents and instruments necessary to this transaction and shall otherwise act in accordance with the mutual written instructions of the Parties to this Agreement and in accordance with the laws of the State of Alaska. 13.2 At the Closing, the Closing Office shall record the Quitclaim Deed and all other documents necessary to transfer title to the Property from Seller to Purchaser. 13.3 At Closing, the Closing Office shall cause the Title Insurance to be issued 13.4 As of the Closing, the Closing Office shall cause all assessments and utilities, if any, to be prorated between Seller and Purchaser, and paid by Seller and Purchaser on the basis of such proration. 13.5 Prior to the Closing, the Closing Office shall provide preliminary closing and/or settlement statements to Seller and Purchaser (collectively “Closing Statements”). It shall be a condition to Closing that Seller and Purchaser shall have approved their respective Closing Statements. 13.6 The Parties agree to provide any necessary supplemental instructions requested by the Closing Office, and to cooperate in good faith to effectuate the purpose of this Agreement.
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Escrow Agent Instructions. The Escrow Agent shall not permit any transfer of funds from the Partnership unless such transfer complies with one of the following (section numbers below refer to the same section numbers in the Partnership Agreement to which this Schedule is appended and capitalized terms shall have the meaning defined in such Partnership Agreement):
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Escrow Agent Instructions. Lender hereby authorizes Borrower to instruct First Western Trust Bank (“FWTB”), in its capacity as escrow holder and Escrow Agent pursuant to the Escrow and Account Control Agreement between Borrower and FWTB dated as of October 12, 2011, to transfer the Reinvested Note Payments to the account of Borrower at FWTB.
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Escrow Agent Instructions. (a) Centra's instructions to the Exchange Agent shall include an instruction to retain and withhold from the Merger Consideration an amount equal to the Escrow Amount as defined in Section 2.1 (b) The Escrow Agent shall withhold from the Merger Consideration payable to each holder of Company Stock who tenders his, her or its shares of Company Stock for Merger Consideration before the first anniversary of the Effective Time, an amount equal to such Shareholder's Series A Allocation Percentage and Common Stock Allocation Percentage of the Escrow Amount. (c) The Exchange Agent shall invest any cash deposited with it by Centra as part of the Escrow Amount or for the payment of cash in lieu of fractional shares, as directed by Centra, on a daily basis. Any interest and other income resulting from such investments shall be paid to the party receiving such funds from the Escrow Agent. (d) As promptly as practicable after the first anniversary of the Effective Time, the Exchange Agent shall pay to each Shareholder the Shareholder's Common Stock Allocation Percentage and Series A Allocation Percentage of the remaining Escrow Amount, if any, that is not subject to a claim of Centra and that is available for distribution pursuant to the terms of the Escrow Agreement.
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Escrow Agent Instructions. The terms and conditions set forth in this Agreement shall constitute both an agreement between Seller and Buyer and instructions for the Escrow Agent. If there is any conflict or inconsistency between this Agreement and any separate or additional instructions required by Escrow Agent (“Additional Instructions”), this Agreement shall prevail and govern. The Additional Instructions shall not modify or amend the provisions of this Agreement unless otherwise expressly set forth by mutual written instructions or consent of Buyer and Seller.
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Escrow Agent Instructions. The Company and each Purchaser acknowledge and agree that the aggregate Subscription Amount shall be disbursed from the escrow account to the Company, or to the Purchaser, as the case may be, in accordance with the terms of the Escrow Agent Instruction Letter. The Company shall not, without the prior written consent of all of the Purchasers party hereto, amend, modify or waive any provision of the Escrow Agent Instruction Letter.
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Escrow Agent Instructions. An instruction letter to the Escrow Agent instructing the Escrow Agent to (i) release the Cash Purchase Price and Three Million Four Hundred Thousand Dollars ($3,400,000) of the Stock Purchase Price to Telxon, (ii) release the Shares to FED, and (iii) hold the remaining number of shares constituting the Stock Purchase Price pursuant to the terms and conditions of this Agreement and the Escrow Agreement; and
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Related to Escrow Agent Instructions

  • Transfer Agent Instructions The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

  • Irrevocable Transfer Agent Instructions The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.1(d) (or instructions that are consistent therewith) will be given by the Company to its transfer agent in connection with this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(d) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.1(d), that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

  • Disbursement Instructions Borrower understands that no loan proceeds will be disbursed until all of Bank's conditions for making the loan have been satisfied. Please disburse the loan proceeds as follows: Revolving Line Amount paid to Borrower directly: $ Undisbursed Funds $ Principal $ CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Charges Paid in Cash: $27,500 Loan Fee $TBD Outside Counsel Fees and Expenses (Estimate) $TBD UCC Search Fee $TBD UCC Filing Fee Total Charges Paid in Cash $ AUTOMATIC PAYMENTS. Borrower hereby authorizes Bank automatically to deduct from Borrower's account numbered the amount of any loan payment. If the funds in the account are insufficient to cover any payment, Bank shall not be obligated to advance funds to cover the payment. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO BANK THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO BANK. THIS AUTHORIZATION IS DATED AS OF APRIL 30, 1997. BORROWER: CENTIGRAM COMMUNICATIONS CORPORATION Authorized Officer CORPORATE RESOLUTIONS TO BORROW Borrower: CENTIGRAM COMMUNICATIONS CORPORATION I, the undersigned Secretary or Assistant Secretary of Centigram Communications Corporation (the "Corporation"), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of Incorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof.

  • SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------

  • Transfer Agent Instructions Legend (a) Register