The Escrow Shares. The Escrow Agent shall hold fifty percent (50%) of the Escrow Shares, as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Shares, as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Shares”). Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Shares to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its Shareholders of such entity having the right to exchange their Ordinary Shares 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, release the Escrow Shares to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company that EarlyBird did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Escrow Shares shall not exceed 20.0% of the outstanding ordinary shares post-Public Offering (but in no event more than 168,750 Escrow Shares) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Shares; and provided further, that if the Escrow Agent is notified by the Company that more than 20% of the public shareh...
The Escrow Shares. Simultaneously with the execution hereof, Sellers have executed and delivered to Escrow Agent such stock powers, endorsed in blank, as are necessary to transfer all of the Escrow Shares held hereunder. So long as any Escrow Shares are held by the Escrow Agent under this Agreement, the Sellers shall from time to time sign and deliver to the Escrow Agent stock powers endorsed in blank to transfer to Buyer the number of Escrow Shares determined in accordance with the provisions of this Agreement. The Parties acknowledge that the sale or other disposition of the Escrow Shares are subject to that certain Stock Restriction Agreement, of even date herewith, by and among the Buyer and the Sellers.
The Escrow Shares and Stock Power shall be held in escrow by the Escrow Agent pursuant to the terms of this letter agreement.
The Escrow Shares. ESCROW AGENT shall hold and release the Escrow Shares as follows:
The Escrow Shares. Upon execution of this Agreement, Premier shall deposit with the Escrow Agent the Escrow Shares, and the persons named on Exhibit A shall deposit stock powers for the same, signed by such person.
The Escrow Shares. On the date hereof, Newco shall deliver to the Escrow Agent a stock certificate representing the Escrow Shares.
The Escrow Shares. (b) At the Closing, Sellers and Company shall deliver to Buyer:
The Escrow Shares. Pursuant to the terms and conditions set forth herein, 1,721,625 shares of common stock of ICI, which represent seventy-five percent (75%) of the pre-Exchange shares of ICI common stock of ICI founders, officers, directors and affiliates, intended to be exchanged for shares of Newco common stock and transferred to ICI Insiders, (the "ICI Escrow Shares") and 34,083 shares of common stock of HII, which represent sixty-five percent (65%) of the pre-Exchange shares of HII common stock of Andy Robinson, HII's Chief Exexxxxxx Xxxxxxr and sole founder, intended to be exchanged for shares of Newco common stock and transferred to Andy Robinson (the "HII Escrox Xxxxxx") xx Consideration for the Exchange as set forth in Article 3 of the Definitive Agreement, shall be delivered to Levy, Boonshoft & Spinelli, as Escrow Agent (the "Xxxxxx Agent") to be held pursuant to the provisions set forth within this Section.
The Escrow Shares. The Company shall deposit 1,250,000 ------------------- shares of the Common Stock with the Escrow Agent as "Escrow Shares." Unless the Debenture has been redeemed in full by the Company and the Escrow Agent shall otherwise have distributed the Conversion Shares to the Company, upon receipt of the Conversion Notice from the Holder, the Escrow Agent shall distribute the Conversion Shares to Holder pursuant to this Debenture and the Securities Purchase Agreement including Exhibit F thereto. ----------
The Escrow Shares. 4.1 On the Closing Date the Escrow Shares shall be transferred by Xxxxxx to the Escrow Agent by way of administration (ten titel van beheer), the foregoing to be effected by execution of a notarial deed of transfer and pledge (the “Deed of Transfer and Pledge”) substantially in the form as attached hereto as Annex 2 (Deed of Transfer and Pledge) by Xxxxxx, the Escrow Agent and JVCO before the Notary.
