Disbursement of the Escrow Shares Sample Clauses
The "Disbursement of the Escrow Shares" clause defines the process and conditions under which shares held in escrow are released to the entitled parties. Typically, this clause outlines the specific events or milestones—such as the passage of a certain period, achievement of performance targets, or resolution of claims—that trigger the release of the shares from escrow. It may also detail the procedures for notifying parties and handling disputes related to the disbursement. The core function of this clause is to ensure that the transfer of escrowed shares is managed transparently and in accordance with agreed-upon terms, thereby protecting the interests of all parties involved and mitigating potential conflicts.
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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...
Disbursement of the Escrow Shares. For a period of no more than six (6) months after the Effective Time, in case the CBH Payable Obligations, excluding the Transaction Expenses, exceed a total of $450,000, such excess shall be paid out of the Escrow Shares (valued at one dollar per share) with a notice provided according to the terms of the Escrow Agreement. CBC shall not be responsible for any payable obligations in excess beyond $450,000 and the Escrow Shares.
Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the third anniversary of the Effective Date ("Escrow Period"), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder's Escrow Shares to such Initial Stockholder; 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 and; provided further, that if, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders 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 certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, and release the Escrow Shares to the Initial Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.
Disbursement of the Escrow Shares. 3.1 If the over-allotment option to purchase all or a portion of the additional 1,150,000 Units of the Company is not exercised in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), each Stockholder agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 375,000 by a fraction, (i) the numerator of which is 1,150,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 1,150,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof.
3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s public stock holders to have the right to exchange their shares of Common Stock for cash, securities or other properties. Notwithstanding the foregoing, the shares of the Company’s Common Stock held in escrow will be released from the escrow account if, on the date on which the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following 150 days after the consummation of the initial Business Combination, or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide notice to the Es...
Disbursement of the Escrow Shares. 3.1 The Escrow Agent shall hold the Escrow Shares from the date of delivery until the Release Date (the “Escrow Period”).
3.2 For purposes of this Agreement:
Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares until one year from the date of consummation of a Business Combination (as such term is defined in the Registration Statement) ("Escrow Period"), on which date it shall, upon written instructions from an Existing Shareholder, disburse Escrow Shares to such Existing 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 immediately prior to the effectiveness of such liquidation, the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares and the Escrow Shares shall no longer be considered issued and outstanding securities of the Company. 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.
Disbursement of the Escrow Shares. Except as set forth herein, the Escrow Agent shall hold the Escrow Shares for a period (the "ESCROW PERIOD") expiring on the earliest of: (i) the approval by the Public Stockholders (as defined in the Registration Statement) of the release of the Escrow Shares from escrow and (ii) one (1) year following the consummation of a Business Combination. Upon the expiration of the Escrow Period, upon written instructions from each Initial Stockholder, the Escrow Agent shall disburse each of the Initial Stockholder's Escrow Shares in accordance with such instruction from each Initial Stockholder; provided, however, that, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company has been liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.
Disbursement of the Escrow Shares. The Escrow Agent shall hold the Maxim Shares until the consummation of a Business Combination (as such term is defined in the Registration Statement) by the Company (the “Escrow Period”), on which date it shall, upon written instructions from Maxim, disburse the Maxim Shares to Maxim; 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 Maxim Shares. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Maxim Shares in accordance with this Section 3.
Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the earlier of (i) eighteen (18) months following the date of a business combination; (ii) liquidation of the Company; or (iii) such date on which the Escrow Agent receives instructions for release from the Company ("Escrow Period"), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Escrow Shares as directed by the Company. Upon disbursement of the Escrow Shares, the Escrow Agent shall have no further duties hereunder and this Agreement shall terminate.
Disbursement of the Escrow Shares. The Escrow Agent shall hold the Option Shares and distribute the Option Shares only (a) to a Holder upon receipt of and only in accordance with the terms of a copy of an executed Notice of Exercise (in the form appended to the Option) signed by such Holder; provided that such Notice of Exercise is delivered to the Escrow Agent during the Exercise Period (as defined in the Options) (the last day of such period, the “Termination Date”); (b) to the Grantors upon receipt of an executed notice from the Grantors, countersigned by the Holders, that the Options have not been, and will not be, issued; or (c) in the event that Option Shares remain undistributed immediately following the Termination Date (and there are no outstanding Notices of Exercise that have been delivered to the Escrow Agent but not satisfied by delivery of Option Shares), the Escrow Agent shall forthwith return the Option Shares that are not subject to outstanding Notices of Exercise to the Grantors. For the avoidance of doubt, a Notice of Exercise shall be timely if received by the Escrow Agent in executed form from the Holder on or before the Termination Date. The Escrow Agent shall have no further duties hereunder after the disbursement of the Option Shares in accordance with this Section 3.