Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of any subscription revocations and the Initial Closing date of the Offering. Additionally, subsequent to an Initial Closing, Depositor and the Issuer agree to notify the Escrow Agent in writing of Subsequent Closing dates, if any, and of the termination of the Offering. Upon receipt of such written notification(s), the following procedures will take place:
Disposition and Termination. (a) The Escrow Shares shall serve as a source of payment for the Pre-Closing Company Shareholders in the event that the Company reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of the Escrow Shares by Pre-Closing Company Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the other parties and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), the Company and the Earnout Group Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company shall provide a calculation of the number of Escrow Shares due to the Pre-Closing Company Shareholders in accordance with the Merger Agreement. The Escrow Agent shall have no duty to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 4(b).
Disposition and Termination. (a) The Escrow Agent shall administer the Escrow Shares in accordance with written instructions provided by______________ to the Escrow Agent to release the Escrow Shares, or any portion thereof, as set forth in such instruction. The Escrow Agent shall make distributions of the Escrow Shares only in accordance with a written instruction.
Disposition and Termination. The Escrow Agent shall deliver the Fund as follows:
Disposition and Termination. The Escrow Agent shall deliver the Escrow Fund to the Parties as set forth in this Section 4. Upon delivery of the entire Escrow Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.
Disposition and Termination. The Issuer agrees to notify the Escrow Agent in writing of the date on which the Registration Statement has been declared effective by the SEC (the “Registration Date”) and the Initial Closing Date (as defined in the Registration Statement).
Disposition and Termination. (a) The Parties shall act in accordance with, and Escrow Agent shall release the Escrow Deposit or portion thereof in this Section 3(a) as follows:
Disposition and Termination. The Managing Owner agrees to notify the Escrow Agent in writing of the termination date of the initial offering period described in the Registration Statement (the "Offering Closing Date") and whether or not the Issuer received subscriptions in an amount equal to or greater than the Minimum Subscription Amount. The term "Minimum Subscription Amount" means an aggregate amount of fifty million dollars ($50,000,000), or ten (10) Baskets. Upon receipt of such written notification the following procedure will take place.
Disposition and Termination. Upon delivery of the Escrow Account by the Escrow Agent in accordance with Sections 4 and 5 above, this Escrow Agreement shall terminate, subject to the provisions of Sections 7(b), 7(c), 7(g) and 8.
Disposition and Termination. (a) Subject to Rule 10b-9 (17 CFR 240) of the Securities and Exchange Act of 1934, as amended, if after a Subscriber’s funds have been deposited into the Escrow Account and the Co-Issuers notify the Escrow Agent in writing that it has rejected such subscription, the Company and Placement Agent shall provide to the Escrow Agent any information necessary to return such Subscriber’s funds to the Subscriber. Upon receipt of any such necessary information the Escrow Agent shall promptly return such funds to the applicable Subscriber. After a minimum of $[●] has been deposited into the Escrow Account (“Minimum Offering”), the Escrow Agent shall periodically transfer to the Sponsor Escrowed Funds pursuant to standing written instructions from both the Issuer and the Placement Agent as agreed among the Co-Issuers, the Placement Agent and the Escrow Agent from time to time. The Escrow agent will not transfer funds to the Sponsor until the Minimum Offering has been met. Prior to the disbursement of the Escrowed Funds to the Sponsor in accordance with the Offering, the Sponsor will not be entitled to any principal funds received into the Escrow Account. If the Co-Issuers and Placement Agent do not raise $3,580,000 by _______, 2023 (the “Escrow Termination Date”), the Offering will be terminated, and the Escrow Agent will promptly return all amounts in the Escrow Account to the Subscribers and close the Escrow Account and the Co-Issuers will release all Subscribers from their commitments.
