Common use of Disbursement of the Escrow Securities Clause in Contracts

Disbursement of the Escrow Securities. The Escrow Agent shall hold each of the Escrow Shares and the Private Warrants until the termination of their respective Escrow Period (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period beginning on the date the certificates representing the Escrow Shares are deposited with the Escrow Agent and ending on the date that is one year following the consummation of the initial Business Combination or earlier if, subsequent to the Business Combination the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The term “Business Combination” shall mean the Company’s acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more operating businesses or assets in the Peoples Republic of China or control of such operating business or businesses or assets through contractual arrangements. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending 30 days following the date of the consummation of the initial Business Combination. On the termination date of the applicable Escrow Period, the Escrow Agent shall, upon written instructions from the Company, disburse the Escrow Securities to the Initial Stockholders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that up to 150,000 of the Escrow Shares have been forfeited, then the Escrow Agent shall promptly destroy the certificates representing such Escrow Shares (or portion thereof, as applicable). The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.

Appears in 2 contracts

Samples: Securities Escrow Agreement (Arcade China Acquisition Corp), Securities Escrow Agreement (Arcade China Acquisition Corp)

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Disbursement of the Escrow Securities. The Escrow Agent shall hold each of the Escrow Sponsor Shares and the Private Sponsor Warrants until the termination date that is 180 days after the date of their respective Escrow Period consummation of a Business Combination by the Company (as defined below). In the case of the Escrow Shares, the “Escrow Period”), on which date the Escrow Agent shall, upon written instructions from the Company or counsel to the Company, disburse the Escrow Securities to the Sponsor; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof, that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall be the period beginning on the date promptly destroy the certificates representing the Escrow Shares are deposited with the Escrow Agent and ending on the date Securities; provided further, that is one year following the consummation of the initial Business Combination or earlier if, subsequent to the Business Combination after the Company consummates a subsequent Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar transaction which results in all of the Company Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The term “Business Combination” shall mean the Company’s acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more operating businesses or assets in the Peoples Republic of China or control of such operating business or businesses or assets through contractual arrangements. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending 30 days following the date of the consummation of the initial Business Combination. On the termination date of the applicable Escrow Period, the Escrow Agent shall, upon written instructions from the Company, disburse the Escrow Securities to the Initial Stockholders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that up to 150,000 of the Escrow Shares have been forfeited, then the Escrow Agent shall promptly destroy will, upon receipt of a certificate, executed by the certificates representing Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated, release the Escrow Shares (or portion thereof, as applicable)to the Sponsor upon consummation of the transaction so that it can similarly participate. The Escrow Agent shall have no further duties hereunder under this Section 3 after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.

Appears in 1 contract

Samples: Securities Escrow Agreement (Sidhu Special Purpose Capital Corp.)

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Disbursement of the Escrow Securities. The Escrow Agent shall hold each the Escrow Securities until the third anniversary of the Escrow Shares and the Private Warrants until the termination of their respective Escrow Period Effective Date (as defined below). In the case of the Escrow Shares, the “Escrow Period” shall be the period beginning ”), on the which date the certificates representing the Escrow Shares are deposited with the Escrow Agent and ending on the date that is one year following the consummation of the initial Business Combination or earlier if, subsequent to the Business Combination the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The term “Business Combination” shall mean the Company’s acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more operating businesses or assets in the Peoples Republic of China or control of such operating business or businesses or assets through contractual arrangements. In the case of the Private Warrants, the “Escrow Period” shall be the period beginning on the date the certificates representing the Private Warrants are deposited with the Escrow Agent and ending 30 days following the date of the consummation of the initial Business Combination. On the termination date of the applicable Escrow Period, the Escrow Agent it shall, upon written instructions from the CompanyInitial Stockholder, disburse the Initial Stockholder’s Escrow Securities to the Initial StockholdersStockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 6.7 hereof that up to 150,000 of the Company is being liquidated at any time during the Escrow Shares have been forfeitedPeriod, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; provided further, however, that if, after the Company consummates a Business Combination (as such Escrow Shares term is defined in the Registration Statement), it (or portion thereofthe surviving entity) subsequently consummates a liquidation, as applicable)merger, stock exchange or other similar transaction which results in all of the stockholder of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Operating Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, and release the Escrow Securities to the Initial Stockholder upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.

Appears in 1 contract

Samples: Form of Stock Escrow Agreement (MBF Healthcare Acquisition Corp.)

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