Plan Terms of the EDC Sample Clauses
Plan Terms of the EDC. 29100 The EDC is governed by the plan documents as amended from time to time.
Plan Terms The terms of the Plan are hereby incorporated herein by reference.
Terms of Plan This Agreement is entered into pursuant to the Plan (a copy of which has been delivered to the Grantee). This Agreement is subject to all of the terms and provisions of the Plan, which are incorporated into this Agreement by reference, and the actions taken by the Committee pursuant to the Plan. In the event of a conflict between this Agreement and the Plan, the provisions of the Plan shall govern. All determinations by the Committee shall be in its sole discretion and shall be binding on the Company and the Grantee.
Incorporation of Plan Terms This award is subject to the terms and conditions of the Plan. Such terms and conditions of the Plan are incorporated into and made a part of this Agreement by reference. In the event of any conflicts between the provisions of this Agreement and the terms of the Plan, the terms of the Plan will control. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan unless the context clearly requires an alternative meaning.
Loan Terms The Loan will be evidenced by the Note and will bear interest and be paid in accordance with the payment terms set forth in the Note.
TERMS OF THE ESCROW 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement. (a) At the first Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green, P.C. Master Escrow Account Chase Manhattan Bank ▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No. ▇▇▇▇▇▇▇▇▇ Account No. ▇▇▇-▇-▇▇▇▇▇▇ Attention: L. Borneo 1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of ▇▇▇ ▇▇▇▇▇▇▇, in the form of Exhibit E to the Purchase Agreement; (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.