Stock Escrow Agreement. The Stock Escrow Agreement pursuant to the provisions of PARAGRAPH 2.1.
Stock Escrow Agreement. The Company has caused the holders of the Founder Shares to enter into an escrow agreement (the “Stock Escrow Agreement”) with AST&T substantially in the form filed as an exhibit to the Registration Statement whereby the Founder Shares (including the Representative’s Shares) will be held in escrow by AST&T for a period (the “Escrow Period”) commencing on the Effective Date and expiring on the earlier of the one year anniversary of the consummation of the Business Combination and the date on which the closing price of the shares of Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within a 30-trading day period commencing at least 150 days following the consummation of the Business Combination, or earlier in each case in certain limited situations. During the Escrow Period, such parties shall be prohibited from selling or otherwise transferring such Founder Shares, except in certain limited circumstances set forth in the Escrow Agreement. To the Company’s knowledge, the Escrow Agreement is enforceable against the holders of Founder Shares and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with, any of the terms and provisions of, or constitute a default under, an agreement or instrument to which the holders of the Founder Shares is a party.
Stock Escrow Agreement. Immediately prior to the Effective Time, the Stockholders’ Representative (as defined herein), the Parent Indemnified Parties’ Representative (as defined herein), Parent, Merger Sub and the Company shall enter into a Stock Escrow Agreement in substantially the form of Exhibit E attached hereto (the “Stock Escrow Agreement”) with American Stock Transfer & Trust Company, as escrow agent (the “Stock Escrow Agent”). At the Effective Time, Parent shall deposit with the Stock Escrow Agent ten percent (10%) of the Merger Consideration otherwise issuable to the holders of Company Common Stock pursuant to Section 2.01(c) (the “Stock Escrow Amount”), plus an additional 30,000 shares of Parent Common Stock that is otherwise issuable to the holders of Company Common Stock pursuant to Section 2.01(c) for use by the Stockholders’ Representative to pay the costs and expenses of the Stockholders’ Representative. The Stock Escrow Amount and such additional shares shall be held and distributed pursuant to the Stock Escrow Agreement. The number of shares of Parent Common Stock on deposit with the Escrow Agent from time to time shall be referred to as the “Stock Escrow.”
Stock Escrow Agreement. Each of the Sponsor and Acquiror agrees to take all actions necessary to cause, at the Closing, the execution of a Escrow Agreement, by and among Acquiror, the Sponsor, Continental Stock Transfer & Trust Company (the “Escrow Agent”) in the form attached as Exhibit A hereto (the “Escrow Agreement”). The Escrow Agreement shall become effective as of the Closing (and not before). The Escrow Agreement shall become effective only in connection with the consummation of the transactions contemplated by the Merger Agreement, and this Section 7(b) (and Exhibit A) shall be void and of no force and effect if the Merger Agreement shall be terminated or the Closing shall not occur for any reason.
Stock Escrow Agreement. The Company has caused the Initial Stockholders to enter into a stock escrow agreement (the “Stock Escrow Agreement”) with the Escrow Agent substantially in the form filed as an exhibit to the Registration Statement whereby the Common Stock owned by the Initial Stockholders (not including any shares of Common Stock underlying the Placement Warrants which any of them may have purchased) will be held in escrow by the Escrow Agent, until one (1) year following consummation of the Company’s initial Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except: (i) to the Company’s directors, officer or employees, or their affiliates, (ii) to family members and trusts of permitted assignees for estate planning purposes, or upon the death of any such person, to and estate or beneficiaries of permitted assignees, (iii) after a Business Combination in a transaction whereby all the outstanding shares of the Company are exchanged or converted into cash or another entity’s securities; and (iv) as otherwise set forth in the Stock Escrow Agreement) unless approved by the Company’s public stockholders, but will retain the right to vote such shares. The Stock Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of the Representatives, such consent not to be unreasonably withheld.
Stock Escrow Agreement. Each of the Sponsor and AMHC agrees to take all actions necessary to cause, at the Closing, the execution of a certain Stock Escrow Agreement by and among AMHC, the Sponsor, Continental Stock Transfer & Trust Company (the “Escrow Agent”) and the other parties thereto, in the form attached as Exhibit A hereto (the “Escrow Agreement”). At and after the Closing, each of the Sponsor and AMHC shall use reasonable best efforts to cause the Escrow Agent and the other parties of the Escrow Agreement to take all action necessary to give effect to the actions contemplated by the Escrow Agreement. The Escrow Agreement shall become effective as of the Closing (and not before). The Escrow Agreement shall become effective only in connection with the consummation of the transactions contemplated by the Business Combination Agreement, and this Section 6(a) (and Exhibit A) shall be void and of no force and effect if the Business Combination Agreement shall be terminated or the Closing shall not occur for any reason.
Stock Escrow Agreement. On or before the Effective Date, the Company shall, and shall cause all of its current shareholders to, execute and deliver to you an agreement with American Stock Transfer & Trust Company (or other escrow agent mutually acceptable to the Company and you), in the form previously delivered to the Company by you, regarding the escrow of all Class A Shares and Series A Preferred Stock owned by such shareholders (the "Stock Escrow Agreement").
Stock Escrow Agreement. Subject to the “Performance Milestones” described in Schedule “B” and in a formal escrow agreement between the Company and the Executive to be entered into by September 30, 2010, Striker shares owned by Executive as of the Effective Date shall be placed into escrow by the Executive (the “Escrow Shares”) and will from time-to-time be released to the Executive upon achievement of such Performance Milestones or returned to the Company for cancellation as provided therein.
Stock Escrow Agreement. Orion will have received a stock escrow agreement in substantially the form of Exhibit B attached to this Agreement (the "Escrow Agreement"), executed by the Majority Stockholders (as defined in the Escrow Agreement).
Stock Escrow Agreement. Buyer shall have received a copy of an escrow agreement, substantially in the form of Exhibit B (the “Stock Escrow Agreement”), duly executed by Shareholders’ Representative and the Stock Escrow Agent.
