Escrow Units Clause Samples
The Escrow Units clause establishes that certain units, assets, or interests will be held in escrow by a neutral third party until specific conditions are met. In practice, this means that the units are not immediately transferred to the buyer or beneficiary, but are instead safeguarded by the escrow agent until all contractual obligations—such as payment, regulatory approval, or completion of due diligence—are satisfied. This clause is essential for protecting both parties in a transaction by ensuring that the transfer of units only occurs when all agreed-upon requirements have been fulfilled, thereby reducing the risk of default or non-performance.
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Escrow Units. Holder acknowledges and agrees that: (i) at the Closing, Parent shall withhold the Escrow Units from the Merger Consideration payable to the 6th Wave Stockholders, and deposit such Escrow Units with the Escrow Agent, pursuant to and subject to the terms and conditions of the Merger Agreement and the Escrow Agreement; (ii) Holder shall be entitled to receive its portion of the Escrow Units only if, as and when such amounts become distributable to Holder in accordance with the provisions of the Merger Agreement and the Escrow Agreement; and (iii) Holder acknowledges and agrees that the Escrow Agent shall hold the Escrow Units, for the benefit of Holder, subject to the terms and conditions of the Merger Agreement and the Escrow Agreement, and that Holder shall have such rights with respect to its portion of the Escrow Units during the period of time in which such amount is held by the Escrow Agent as is set forth in the Merger Agreement and the Escrow Agreement.
Escrow Units. Promptly following the purchase of the Escrow Units, the Unit Holder shall deliver to the Escrow Agent a certificate representing the Escrow Units, as set forth opposite its name on Exhibit A attached hereto, which certificates shall remain in the name of the Unit Holder, to be held and disbursed subject to the terms and conditions of this Agreement. The Unit Holder acknowledges that the Escrow Units are legended to reflect the deposit of the Escrow Units under this Agreement.
Escrow Units. The Escrow Agent shall hold the Escrow Units, the shares of Common Stock that are part of the Escrow Units, the Warrants that are part of the Escrow Units, and any shares of Common Stock issued upon exercise of the Warrants that are part of the Escrow Units until the date which is ninety (90) days following the consummation of a Business Combination (such period, the "Escrow Unit Period"). On such 90th day, the Escrow Agent shall, upon written instructions from the Unit Holder, disburse the Unit Holder's Escrow Units (or shares of Common Stock issued upon exercise thereof, if any) to the Unit Holder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Warrant Period, then the Escrow Agent shall promptly destroy the Escrow Units (and the certificates representing the shares of Common Stock issued upon exercise thereof, if any); provided further, however, that if the Unit Holder does not provide written instructions, then the Escrow Agent shall deliver the Unit Holder's Escrow Units to the care of the Company; provided further, however, that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer or Chief Financial Officer of the Company, release the Escrow Units to the Unit Holder immediately prior and subject to consummation of the Business Combination so that it can similarly participate, and upon receipt thereof, the Unit Holder shall deposit such securities into escrow with the Escrow Agent for the remainder of the Escrow Unit Period; and provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the rights to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer or Chief Financ...
Escrow Units