Release of the Escrow Deposit Sample Clauses

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Release of the Escrow Deposit. (a) On January 31, 2007 the Escrow Agent shall promptly release the Escrow Deposit to the Investors in such amounts as were deposited by each Investor with the Escrow Agent, if the Closing (as defined in the Securities Purchase Agreement) has not occurred. The Escrow Agent shall release the Escrow Deposit to the Investor upon receipt from the Investor of written instructions to that effect, which instructions shall be provided at the sole discretion of the Investor. Neither the Company nor any affiliate of the Company shall deliver any notice to the Escrow Agent that conflicts in any way with the written instructions of the Investors hereunder and the Escrow Agent shall be permitted to ignore any such conflicting notice. The Escrow Agent shall return the Escrow Deposit to the Investors promptly following receipt by the Escrow Agent of such Investors instructions and may rely on such written instructions from the Investors even if such written instructions are contrary to anything contained in this Agreement or in the Securities Purchase Agreement. (b) On or before January 31, 2007 the Escrow Agent shall promptly release one-half of the Escrow Deposit, which is Seven Million, Four Hundred Seventy Five Thousand Dollars and Ninety Cents ($7,475,000.90) (the “First Closing Escrow”), in accordance with Exhibit A hereto, upon receipt of a joint written instruction from the Company and the Investors, if the Closing (as defined in the Securities Purchase Agreement) has occurred. (c) If the First Closing Escrow has been released to the Company in accordance with Section 2(b), then, on April 30, 2007 (the “Due Date”), the Escrow Agent shall promptly release Seven Million, Four Hundred Seventy Five Thousand Dollars and Ninety Cents ($7,475,000.90) (the “Second Closing Escrow”) to the Investors in such amounts as were deposited by each Investor with the Escrow Agent, if Second Closing (as defined in the Securities Purchase Agreement) has not occurred. The Escrow Agent shall release the Second Closing Escrow to the Investors upon receipt from the Investor of written instructions to that effect, which such instructions shall be provided at the sole discretion of the Investors. Neither the Company nor any affiliate of the Company shall deliver any notice to the Escrow Agent that conflicts in any way with the written instructions of the Investors hereunder and the Escrow Agent shall be permitted to ignore any such conflicting notice. The Escrow Agent shall return the Seco...
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Release of the Escrow Deposit. For the avoidance of doubt, subject to (i) Sections 1.3 – 1.5, (ii) the Shareholders Voting Agreements (for as long as any is applicable), the Escrow Agent may take the following actions: 1.6.1. Dividends – Distribute dividends to the Shareholders; and
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Release of the Escrow Deposit. (a) On the Outside Date, the Escrow Agent shall promptly release the Escrow Deposit to the Investors in such amounts as were deposited by each Investor with the Escrow Agent if the Closing (as defined in the Securities Purchase Agreement) has not occurred. The Escrow Agent shall release the Escrow Deposit to the Investors upon receipt from the Investors of written instructions to that effect, which instructions shall be provided at the sole discretion of the Investors. Neither the Company nor any affiliate of the Company shall deliver any notice to the Escrow Agent that conflicts in any way with the written instructions of the Investors hereunder and the Escrow Agent shall be permitted to ignore any such conflicting notice. The Escrow Agent shall return the Escrow Deposit to the Investors promptly following receipt by the Escrow Agent of such Investors instructions and may rely on such written instructions from the Investors even if such written instructions are contrary to anything contained in this Agreement or in the Securities Purchase Agreement. (b) On or before the Outside Date, the Escrow Agent shall promptly release the Escrow Deposit in accordance with a funds flow memorandum containing joint written instructions signed by the Company and the Placement Agent if the Closing (as defined in the Securities Purchase Agreement) has occurred. (c) Notwithstanding any other provision of this Agreement, if at any time the Escrow Agent shall receive from the Company and the Investors (prior to being directed to take action by a court) joint written instructions as to the delivery of the Escrow Deposit or any portion thereof, the Escrow Agent shall deliver the Escrow Deposit in accordance with such joint written instructions.
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Release of the Escrow Deposit. Section 3.1 Escrow Fund A Deposit Disbursement. Prior to the date that is no later than five (5) Business Days after the Settlement Date, Buyer and Seller will jointly instruct the Escrow Agent in writing by delivering a certificate executed by Buyer and Seller as to the disbursement of the Escrow Fund A Deposit. Such instructions shall (i) be given in accordance with, and carry out the intent of, Sections 2.3 and 2.4(a) of the Purchase Agreement, (ii) specify the amount of the Escrow Fund A Deposit, if any, to be paid by the Escrow Agent to Buyer and the amount, if any, to be paid to Seller, and (iii) provide payment instructions for each party receiving payment. Promptly upon receipt of such joint written instructions, the Escrow Agent shall disburse the Escrow Fund A Deposit and all earnings thereon in accordance with such instructions. Section 3.2 Stay Bonus/CIC Deposit Disbursement. Pursuant to Section 2.4(b) of the Purchase Agreement, Buyer and Seller will instruct the Escrow Agent in writing from time to time by delivering a certificate executed by Buyer and Seller as to the disbursement of any amounts from the Stay Bonus/CIC Deposit. Within five (5) Business Days after the payment of all amounts due to Buyer in accordance with Sections 2.4(b)(i), 2.4(b)(ii) and 7.21 of the Purchase Agreement, the balance, if any, of the Stay Bonus/CIC Deposit not otherwise distributed to Buyer shall be released to Seller upon the joint instruction of Seller and Buyer to the Escrow Agent. All instructions to the Escrow Agent hereunder shall (i) be given in accordance with, and carry out the intent of, Section 2.4(b) of the Purchase Agreement, (ii) specify the amount of the Stay Bonus/CIC Deposit to be paid by the Escrow Agent to Buyer or Seller as applicable, and (iii) provide payment instructions for each party receiving payment. Promptly upon receipt of any written instructions hereunder, the Escrow Agent shall disburse the applicable portion of the Stay Bonus/CIC Deposit and, with respect to the final payment, all earnings thereon in accordance with such instructions.
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Release of the Escrow Deposit. The Escrow Agent shall release and transfer the Escrow Deposit from the Pre-Closing Escrow Account to the Vendor’s Transaction Account immediately upon receipt by it of the Joint Release Instructions executed jointly by the Purchaser and the Vendor in the form and text attached hereto as Schedule 4.
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Release of the Escrow Deposit 
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Related to Release of the Escrow Deposit

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

  • 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.