The Escrow Securities Clause Samples
The Escrow Securities clause defines the specific securities or financial instruments that are to be held in escrow as part of a transaction. Typically, this clause outlines the type, quantity, and identifying details of the securities, as well as the conditions under which they are to be deposited with and released by the escrow agent. By clearly specifying what constitutes the escrowed assets, the clause ensures that all parties have a mutual understanding of what is being held and under what terms, thereby reducing the risk of disputes and ensuring the proper execution of the agreement.
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The Escrow Securities. The Escrow Agent shall hold (1) the Escrow Securities listed under “Warrant Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the Company’s initial Acquisition Transaction (as hereinafter defined) has occurred (the “Warrant Escrow Period”), (2) the Escrow Securities listed under “First Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 12 months have elapsed from the closing of the initial Acquisition Transaction (the “First Share Escrow Period”) and (3) the Escrow Securities listed under “Second Share Escrow” on Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that 24 months have elapsed from the closing of the initial Acquisition Transaction (the “Second Share Escrow Period”; the Warrant Escrow Period, First Share Escrow Period and Second Share Escrow Period, each, an “Escrow Period”). Notwithstanding the foregoing, each Escrow Period shall be extended, as applicable, if the Company has completed an Acquisition Transaction without liquidating the trust account established at the time of the Public Offering, until such trust account has been liquidated as described in the prospectus relating to the Public Offering. Following the termination of an Escrow Period, the Escrow Agent shall, upon written instructions from each of the Initial Shareholder and/or its Permitted Transferees (as defined in Section 4.3 below), disburse the applicable Escrow Securities to the Initial Shareholder and/or such Permitted Transferees; provided however, that if, after the Company consummates an Acquisition Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or if there is a tender offer for the Company’s securities, or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Insider Shares or Warrants 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, stating that such transaction is then being consummated, release the Escrow Securities to the Initial Shareholder or its Permitted Transferees immediately prior t...
The Escrow Securities. (a) The Escrow Agent shall hold the Escrow Securities until it receives a certificate (an “Officer’s Certificate”) signed by the Chief Executive Officer or Chief Financial Officer of Selway: (i) on or after September 30, 2013 (the “First Escrow Period”), instructing the release of one-third of the Escrow Securities to the Key Personnel; (ii) on or after September 30, 2014 (the “Second Escrow Period”), instructing the release of an additional one-third of the Escrow Securities to the Key Personnel; or (iii) on or after June 30, 2015 (the “Third Escrow Period”; the First Escrow Period, Second Escrow Period, and Third Escrow Period, each, an “Escrow Period”), instructing the release of the final one third of the Escrow Securities to the Key Personnel. The Escrow Agent shall, upon receipt of an Officer’s Certificate, disburse the applicable Escrow Securities to the Key Personnel in such amounts as set forth opposite each Key Personnel member’s name on Exhibit A. If, after the date hereof and prior to June 30, 2015, the Escrow Agent receives an Officer’s Certificate stating (i) that Selway will consolidate or merge with or into, or transfer or lease all or substantially all its assets to, any person at a valuation of at least $15.00 per share of Selway common stock on a fully diluted basis, and (ii) specifying the date and time of the consummation of such transaction, then the Escrow Agent shall release any previously unreleased Escrow Securities from escrow to the Key Personnel immediately before, and subject to, the consummation of such transaction.