Common use of Release from Escrow Clause in Contracts

Release from Escrow. (a) If the Company achieves earnings after taxes of at least $0.30 per share for its fiscal year ending December 31, 1997, then 300,000 of the Escrow Shares shall be released from escrow and returned to the Stockholders. (b) If the Company achieves earnings after taxes of at least $0.60 per share for any fiscal year ending on or before December 31, 1998, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (c) If at any time prior to the Termination Date the Company achieves earnings after taxes of at least $1.25 per share, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (d) Whenever any Escrow Shares are required to be released from escrow by the terms of this Section 3, the Company shall give written notice thereof to the Escrow Agent and to H.J. Meyers & Co., Inc. If H.J. ▇▇▇▇▇▇ & Co., Inc. shall ▇▇▇ ▇▇▇▇ ▇otified the Escrow Agent, within ten business days after its actual receipt of such notice, that the requirements of this Section 3 for the release of such Escrow Shares have not been satisfied, then the Escrow Agent shall, as soon as reasonably practicable, deliver such Escrow Shares to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares, this Agreement shall terminate. (e) If all of the Escrow Shares have not been required to be released from escrow by the terms of this Section 3 prior to the Termination Date, then on the Termination Date the Escrow Agent shall deliver all of the Escrow Shares remaining to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares remaining, this Agreement shall terminate. (f) For purposes of this Agreement, the Company's "earnings after taxes" shall be determined by the independent certified public accountants then regularly engaged by the Company, in accordance with generally accepted accounting principles applied on a consistent basis, and when certified by such accountants, such determination shall be conclusive and binding upon the parties. The earnings after taxes and stock price levels required by this Section 3 for release of the Escrow Shares shall be appropriately adjusted in the event that the Company shall at any time pay a stock dividend on, or split up, subdivide, combine or recapitalize, the Common Stock.

Release from Escrow. (a) If the Company achieves earnings after taxes of at least $0.30 per share for its fiscal year ending December 31, 1997, then 300,000 of the Escrow Shares shall be released from escrow and returned to the Stockholders. (b) If the Company achieves earnings after taxes of at least $0.60 per share for any fiscal year ending on or before December 31, 1998, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (c) If at any time prior to the Termination Date the Company achieves earnings after taxes of at least $1.25 per share, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (d) Whenever any Escrow Shares are required to be released from escrow by the terms of this Section 3, the Company shall give written notice thereof to the Escrow Agent and to H.J. Meyers & Co., Inc. If H.J. Meyers & Co., Inc. shall not have n▇▇▇▇▇▇▇ & Co.▇▇▇ Escrow Agent, Inc. shall ▇▇▇▇▇▇ ▇▇▇▇ ▇otified the Escrow Agent, within ten business days after its actual receipt of such notice, that the requirements of this Section 3 for the release of such Escrow Shares have not been satisfied, then the Escrow Agent shall, as soon as reasonably practicable, deliver such Escrow Shares to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares, this Agreement shall terminate. (e) If all of the Escrow Shares have not been required to be released from escrow by the terms of this Section 3 prior to the Termination Date, then on the Termination Date the Escrow Agent shall deliver all of the Escrow Shares remaining to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares remaining, this Agreement shall terminate. (f) For purposes of this Agreement, the Company's "earnings after taxes" shall be determined by the independent certified public accountants then regularly engaged by the Company, in accordance with generally accepted accounting principles applied on a consistent basis, and when certified by such accountants, such determination shall be conclusive and binding upon the parties. The earnings after taxes and stock price levels required by this Section 3 for release of the Escrow Shares shall be appropriately adjusted in the event that the Company shall at any time pay a stock dividend on, or split up, subdivide, combine or recapitalize, the Common Stock.

Release from Escrow. (a) If The Escrow Agent shall deliver all of the Company achieves earnings after taxes Escrowed Shares to the Sellers: (i) upon receipt of a notice from the Purchaser to the Escrow Agent in accordance with the notice provisions in paragraph 8 hereof stating that the Purchaser has received revenues of at least One Million Dollars ($0.30 per share for its fiscal year ending December 31, 1997, then 300,000 1,000,000) from the production of the Escrow Shares shall be released Ekom Eya mine in Ghana (the “Milestone”); or (ii) upon receipt of a notice from escrow and returned the Sellers (the “ Sellers’ Notice”) to the StockholdersEscrow Agent and Purchaser in accordance with the notice provisions in paragraph 8 hereof stating that the Purchaser has achieved the Milestone; provided, that the Escrow Agent concurrently sends a confirmation copy of the Sellers’ Notice to the Purchaser in accordance with the notice provisions in paragraph 8 hereof and the Escrow Agent does not receive within fifteen (15) days after sending of the Sellers’ Notice to the Purchaser a written notice from the Purchaser objecting to such release. Notwithstanding the foregoing, on the date that is two (2) years from the date hereof, the Escrow Agent shall release and return to the Purchaser for cancellation all of the Escrowed Shares if the Milestone is not achieved by such date, unless otherwise agreed to in writing by the Company and the Sellers. (b) If the Company achieves earnings after taxes of at least $0.60 per share for any fiscal year ending on or before December 31, 1998, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (c) If at any time prior to the Termination Date the Company achieves earnings after taxes of at least $1.25 per share, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (d) Whenever any Escrow Shares are required to be released from escrow by the terms of this Section 3, the Company shall give written notice thereof to the Escrow Agent and receives an objection to H.J. Meyers & Co., Inc. If H.J. ▇▇▇▇▇▇ & Co., Inc. shall ▇▇▇ ▇▇▇▇ ▇otified the Escrow Agent, within ten business days after its actual receipt of such notice, that the requirements of this Section 3 for the release of such Escrow Shares have not been satisfiedthe Escrowed Shares, then the Escrow Agent shall, as soon as reasonably practicable, deliver such Escrow will not release the Escrowed Shares but will continue to hold the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Escrowed Shares set forth on Schedule I annexed hereto. Upon such until directed to cause the delivery of all of the Escrow Shares, this Agreement shall terminate. Escrowed Shares either: (ei) If all of the Escrow Shares have not been required by joint written notice to be released from escrow by the terms of this Section 3 prior to the Termination Date, then on the Termination Date the Escrow Agent shall deliver all by the Purchaser and the Sellers (which may be signed in counterparts); (ii) a final order of the Escrow Shares remaining to the Stockholders applicable arbitrator or court unless such order is appealed and execution on such order is stayed, in which case a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all final order of the Escrow Shares remaining, this Agreement shall terminate. court considering such appeal or such motion is vacated; or (fiii) For purposes of this Agreement, the Company's "earnings after taxes" shall be determined by the independent certified public accountants then regularly engaged by the Company, in accordance with generally accepted accounting principles applied on a consistent basis, and when certified by such accountants, such determination shall be conclusive and binding upon the parties. The earnings after taxes and stock price levels otherwise required by this Section 3 for release of the Escrow Shares shall be appropriately adjusted in the event that the Company shall at any time pay a stock dividend on, laws or split up, subdivide, combine or recapitalize, the Common Stockcourt order.

Release from Escrow. (ai) If At the Company achieves earnings after taxes expiration of at least $0.30 per share for its fiscal year ending December 31the Survival Period (the “Initial Release Date”), 1997the Initial Escrow Release shall be distributed by the Escrow Agent to ▇▇▇▇▇▇▇, then 300,000 in accordance with the provisions of the Escrow Shares shall be released from escrow and returned to Agreement. Twenty-four (24) months after the Stockholders. Closing Date (b) If the Company achieves earnings after taxes of at least $0.60 per share for any fiscal year ending on or before December 31“Final Release Date”), 1998, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (c) If at any time prior to the Termination Date the Company achieves earnings after taxes of at least $1.25 per share, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (d) Whenever any Escrow Shares are required to be released from escrow by the terms of this Section 3, the Company shall give written notice thereof to the Escrow Agent and shall, subject to H.J. Meyers & Co.the terms set forth in the Escrow Agreement, Inc. If H.J. disburse to ▇▇▇▇▇▇▇ & Co.the remaining portion of the Escrow Fund which exceeds any Reserved Amounts in respect of Buyer Indemnification Claims pending, Inc. shall but not yet paid. (ii) Following the Final Release Date, from time to time, upon resolution of any Claims Notice in respect of any Buyer Indemnification Claim and the appropriate amount, if any, from the Escrow Fund having been paid to the Buyer Indemnified Party (or released to ▇▇▇ ▇▇▇▇▇ in the event ▇otified the Escrow Agent, within ten business days after its actual receipt ▇▇▇▇▇▇ has paid such amount pursuant to clause (i) of Section 8.05(a)) in respect of such noticeClaims Notice, that the requirements of this Section 3 for the release of such Escrow Shares have not been satisfiedShareholder Representatives, then ▇▇▇▇▇▇▇ and Buyer shall jointly instruct the Escrow Agent shall, as soon as reasonably practicable, deliver such to release to ▇▇▇▇▇▇▇ the excess of the then-current balance in the Escrow Shares Fund (valued at the Agreed Stock Value for each ▇▇▇▇▇▇▇ Share held therein) over the aggregate Reserved Amounts in respect of all remaining unresolved Buyer Indemnification Claims made prior to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all Final Release Date, subject to the terms of the Escrow Shares, this Agreement shall terminateAgreement. (eiii) If all Notwithstanding anything to contrary in this Agreement, in the event any Losses payable to a Buyer Indemnified Party pursuant to this Article VIII exceed the then-current balance of the Escrow Shares Fund (valued at the Agreed Stock Value for each ▇▇▇▇▇▇▇ Share held therein), ▇▇▇▇▇▇▇ shall have not been required the right, in his sole discretion, to be released from escrow satisfy his Pro-Rata Share of any such Losses by the terms of this Section 3 prior transferring to the Termination Date, then on the Termination Date the Escrow Agent shall deliver all Buyer Indemnified Party ownership of such portion of the Escrow ▇▇▇▇▇▇▇ Shares remaining (valued at the Agreed Stock Value for each ▇▇▇▇▇▇▇ Share) equal in value to his Pro-Rata Share of any such Losses. ▇▇▇▇▇▇▇ and Buyer will promptly provide the necessary instructions to the Stockholders on a pro-rata basis in accordance with their respective deposits Buyer’s transfer agent for the transfer of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares remaining, this Agreement shall terminate▇▇▇▇▇▇▇ Shares. (f) For purposes of this Agreement, the Company's "earnings after taxes" shall be determined by the independent certified public accountants then regularly engaged by the Company, in accordance with generally accepted accounting principles applied on a consistent basis, and when certified by such accountants, such determination shall be conclusive and binding upon the parties. The earnings after taxes and stock price levels required by this Section 3 for release of the Escrow Shares shall be appropriately adjusted in the event that the Company shall at any time pay a stock dividend on, or split up, subdivide, combine or recapitalize, the Common Stock.

Release from Escrow. (a) If the Company achieves earnings after taxes of at least $0.30 per share for its fiscal year ending December 31, 1997, then 300,000 The dollar amount of the Escrow Shares Confession of Judgment initially shall be released from escrow blank. The Escrow Agent is hereby irrevocably authorized and returned irrevocably directed by the parties hereto to complete the StockholdersConfession of Judgment in the amount of ONE MILLION DOLLARS ($1,000,000.00) less any Indemnity Claim Amount, notice of which is received by the Escrow Agent prior to January 1, 2009. (b) If If, at any time after January 1, 2009 the Company achieves earnings after taxes of at least $0.60 per share for any fiscal year ending on or before December 31Escrow Agent receives a notice from the Sellers (a “Delivery Notice”) in the form attached hereto as Exhibit A, 1998and if, prior to that time: (i) the Escrow Agent has not received a Claim Notice and an Indemnity Claim Amount from the Buyer, then all the Escrow Agent shall immediately provide a copy of the Delivery Notice to the Buyer (with copies to Buyer’s counsel as provided in section 14 hereof) and, within ten (10) Business Days after it receives such Delivery Notice, the Escrow Shares Agent shall deliver the Confession of Judgment to the Sellers completed in the amount of ONE MILLION DOLLARS ($1,000,000.00); or (ii) the Escrow Agent has previously received a copy of a Claim Notice and Indemnity Claim Amount from the Buyer, then remaining the Escrow Agent shall complete the Confession of Judgment by filling in the amount of the confession, which shall be released from escrow ONE MILLION DOLLARS ($1,000,000.00) less the amount of the Indemnity Claim, and returned promptly deliver the Confession of Judgment, as so completed, to Sellers’ attorney at the address listed in section 14 hereof (and will send a copy of the completed Confession of Judgment to the StockholdersBuyer and the Buyer’s counsel). (c) If If, at any time prior time, the Escrow Agent receives a written notice jointly executed by the Sellers and the Buyer (a “Release Notice”) in the form attached hereto as Exhibit B, then the Escrow Agent will immediately deliver the Confession of Judgment to the Termination Date the Company achieves earnings after taxes of at least $1.25 per share, then all of the Escrow Shares then remaining shall be released from escrow and returned to the StockholdersBuyer. (d) Whenever any Escrow Shares are required to be released from escrow by the terms of this Section 3, the Company shall give written notice thereof to If the Escrow Agent receives a copy of a Claim Notice and an Indemnity Claim Amount from the Buyer pursuant to H.J. Meyers & Co., Inc. If H.J. ▇▇▇▇▇▇ & Co., Inc. shall ▇▇▇ ▇▇▇▇ ▇otified the Escrow Agent, within ten business days after its actual receipt of such notice, that the requirements of this Section 3 for the release of such Escrow Shares have not been satisfied2 hereof, then the Escrow Agent shall, will hold the Escrow Funds until it receives either: (i) a written notice jointly executed by the Buyer and the Sellers advising that the particular indemnity claim has been resolved and jointly instructing the Escrow Agent as soon as reasonably practicable, deliver such Escrow Shares to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all distribution of the Escrow SharesFunds or any portion thereof, this Agreement or (ii) a notice from the Buyer or the Sellers in the form attached hereto as Exhibit C (a “Resolution Notice”) certifying that the matter referred to in the particular Claim Notice has been determined by arbitration pursuant to the rules of the American Arbitration Association as provided by the Purchase Agreement. Upon receipt of such joint written notice from the Sellers and the Buyer or such Resolution Notice, the Escrow Agent shall terminatemake payment from the Escrow Funds in accordance therewith within two (2) Business Days of receipt thereof. (e) If all of the Escrow Shares have not been required to be released from escrow by the terms of this Section 3 prior to the Termination Date, then on the Termination Date the Escrow Agent shall deliver all of the Escrow Shares remaining to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares remaining, this Agreement shall terminate. (f) For purposes of this Agreement, the Company's "earnings after taxes" “Business Day” shall be determined by the independent certified public accountants then regularly engaged by the Company, in accordance with generally accepted accounting principles applied mean any day other than a Saturday or Sunday or a day on a consistent basis, and when certified by such accountants, such determination shall be conclusive and binding upon the parties. The earnings after taxes and stock price levels required by this Section 3 for release of the Escrow Shares shall be appropriately adjusted which national banking institutions in the event that the Company shall at any time pay a stock dividend onCity of Los Angeles, or split up, subdivide, combine the City of New York are authorized or recapitalize, the Common Stockobligated by law or executive order to be closed.

Release from Escrow. (a) If if, VST elects to declare the Company achieves earnings after taxes of at least $0.30 per share for its fiscal year ending December 31Second Dividend on or prior to the Dividend Outside Date, 1997, then 300,000 of VST will cause the Notice to be delivered to the Escrow Shares shall be released from escrow and returned to the StockholdersAgent. (b) If the Company achieves earnings after taxes of at least $0.60 per share for any fiscal year ending on or before December 31, 1998, then all upon receipt of the Notice, the Escrow Agent will forthwith release the Second Dividend Shares then remaining shall (or that portion thereof elected to be released from escrow and returned Dividended by VST as set out in the Notice) to VST for the Stockholderspurpose of completing the Second Dividend. (c) If at any time prior to VST covenants and agrees that it shall only use the Termination Date Second Dividend Shares for the Company achieves earnings after taxes sole purpose of at least $1.25 per share, then all of completing the Escrow Shares then remaining shall be released from escrow and returned to the StockholdersSecond Dividend. (d) Whenever any if Escrow Shares are required to be released from escrow Agent has not received the Notice by the terms of this Section 3, the Company shall give written notice thereof to the Escrow Agent and to H.J. Meyers & Co., Inc. If H.J. ▇▇▇▇▇▇ & Co., Inc. shall ▇▇▇ ▇▇▇▇ ▇otified the Escrow Agent, within ten business days after its actual receipt of such notice, that the requirements of this Section 3 for the release of such Escrow Shares have Dividend Outside Date or not been satisfied, then the Escrow Agent shall, as soon as reasonably practicable, deliver such Escrow Shares to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares, this Agreement shall terminate. (e) If all of the Escrow Second Dividend Shares have not been required Dividended to VST Shareholders pursuant to the Second Dividend by the Dividend Outside Date, the Second Dividend Shares (or the portion thereof yet to be released from escrow Dividended to VST Shareholders by the terms Dividend Outside Date) will be returned to VST subject to such Shares being deposited under the 46-201 Escrow Agreement. Notwithstanding any action to be taken to complete such deposit of this Section 3 prior to Shares with the Termination Date, then on the Termination Date the 46-201 Escrow Agent shall deliver all of the Escrow Shares remaining to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares remaining, this Agreement shall terminate. (f) For purposes of this Agreement, the Company's "earnings after taxes" Parties acknowledge and agree that any Second Dividend Shares held by following the Dividend Outside Date shall be determined deemed to be deposited under the 46-201 Escrow Agreement immediately following the Dividend Outside Date. If any remaining Second Dividend Shares held by VST following the independent certified public accountants then regularly engaged by Dividend Outside Date are not able to be deposited within the Company, in accordance with generally accepted accounting principles applied on a consistent basis, and when certified by such accountants46-201 Escrow Agreement, such determination shall be conclusive and binding upon the parties. The earnings after taxes and stock price levels required by this Section 3 for release of the Escrow Second Dividend Shares shall be appropriately adjusted in deemed to be escrowed on terms substantially the event that same as those applicable to securities subject to the Company shall at any time pay a stock dividend on, or split up, subdivide, combine or recapitalize, the Common Stock46-201 Escrow Agreement and may bear legends evidencing such restriction.

Release from Escrow. (a) If 3.1 Subject to Article 3.2, the Company achieves earnings after taxes of at least $0.30 per share for its fiscal year ending December 31, 1997, then 300,000 of the Escrow Escrowed Shares shall be released from escrow hereunder and returned delivered to 1824455 upon the Stockholderssatisfaction of the following milestones: a) 7,050,000 of the Escrowed Shares upon the completion of a NI 43-101 resource report that identifies a resource deposit which is sufficient to move forward with a Project; b) 7,050,000 of the Escrowed Shares upon completion of a PEA which demonstrates a financial return which is sufficient to move forward with a Project; and c) 9,400,000 of the Escrowed Shares upon the award of all necessary permits that will allow for the mining of Product. (b) If 3.2 Consolidated Goldfields reserves the Company achieves earnings after taxes of at least $0.60 per share for any fiscal year ending on or before December 31, 1998, then all right to determine whether to proceed with the development of the Property at any time prior to or upon the completion of each milestone set out in Article 3.1 and in the event: (i) Consolidated Goldfields decides to proceed with the development of the Property, as soon as practicable following the realisation of each of the milestones set out in Article 3.1 but in any event not later than 30 days following the realisation of such milestone, Consolidated Goldfields shall provide written notice of such decision to 1824455 and the Escrow Agent and the applicable Escrowed Shares then remaining shall forthwith be released from escrow hereunder delivered by the Escrow Agent to 1824455; or (ii) Consolidated Goldfields decides not to proceed with the development of the Property, Consolidated Goldfields shall provide written notice of such decision to 1824455 and the Escrow Agent and the Escrow Agent shall forthwith return to Consolidated Goldfields all Escrowed Shares which are still in escrow under this Agreement for cancellation and Consolidated Goldfields will re-convey the Property, and all improvements thereon, and the Technical Information to 1824455 in accordance with Article 3.4. 3.3 Notwithstanding Article 3.1 and Article 3.2, all Escrowed Shares shall be released from escrow hereunder and returned delivered to 1824455 upon the Stockholders.earlier of satisfaction of the following conditions: (a) upon the award of all necessary permits that will enable the mining of Product; b) upon the sale, assignment or transfer of the Property, or any part thereof; c) If at any time prior to the Termination Date the Company achieves earnings after taxes of at least $1.25 per share, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders. (d) Whenever any Escrow Shares are required to be released from escrow by the terms of this Section 3, the Company shall give written notice thereof to the Escrow Agent and to H.J. Meyers & Co., Inc. If H.J. ▇▇▇▇▇▇ & Co., Inc. shall ▇▇▇ ▇▇▇▇ ▇otified the Escrow Agent, within ten business days after its actual receipt of such notice, that the requirements of this Section 3 for the release of such Escrow Shares have not been satisfied, then the Escrow Agent shall, as soon as reasonably practicable, deliver such Escrow Shares to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares, this Agreement shall terminate. (e) If all of the Escrow Shares have not been required to be released from escrow by the terms of this Section 3 prior to the Termination Date, then on the Termination Date the Escrow Agent shall deliver all of the Escrow Shares remaining to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares remaining, this Agreement shall terminate. (f) For purposes of this Agreement, the Company's "earnings after taxes" shall be determined by the independent certified public accountants then regularly engaged by the Company, in accordance with generally accepted accounting principles applied on a consistent basis, and when certified by such accountants, such determination shall be conclusive and binding upon the parties. The earnings after taxes and stock price levels required Property being pledged as collateral by this Section 3 Consolidated Goldfields as security for release of the Escrow Shares shall be appropriately adjusted in the event that the Company shall at any time pay a stock dividend on, or split up, subdivide, combine or recapitalize, the Common Stock.indebtedness;