Disbursement of the Escrow Securities Clause Samples
The "Disbursement of the Escrow Securities" clause defines the process and conditions under which securities held in escrow are released to the appropriate party. Typically, this clause outlines the specific events or milestones—such as the completion of a transaction, satisfaction of contractual obligations, or passage of a certain time period—that trigger the release of the securities from escrow. It may also detail the responsibilities of the escrow agent and the documentation required to authorize disbursement. The core function of this clause is to ensure that the transfer of securities is conducted securely and only when agreed-upon conditions are met, thereby protecting the interests of all parties involved.
Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; 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 Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders 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 written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3.
3.2 Notwithstanding Section 3...
Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold the Escrow Securities from the date of delivery until the Release Date (the “Escrow Period”).
3.2 For purposes of this Agreement:
Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities until the third anniversary of the Effective Date (“Escrow Period”), on which date it shall, upon written instructions from Initial Stockholder, disburse the Initial Stockholder’s Escrow Securities to the Initial Stockholder; 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 promptly destroy the certificates representing the Escrow Securities; provided further, however, that if, after the Company consummates a Business Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a liquidation, 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.
Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities until the Company consummates a business combination (as such term is defined in the Prospectus) (the “Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Securities to such Initial Stockholder; 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 promptly destroy the certificates representing the Escrow Securities. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.
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 Shares are deposited with the Escrow Agent and ending on (i) with respect to 20% of such shares, upon consummation of the initial Business Transaction (as such term is defined in the Registration Statement), (ii) with respect to 20% of such shares, when the closing price of the Company’s Ordinary Shares exceeds $11.75 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Transaction, (iii) with respect to 20% of such shares, when the closing price of the Company’s Ordinary Shares exceeds $12.75 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Transaction, (iv) with respect to 20% of such shares, when the closing price of the Company’s Ordinary Shares exceeds $14.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Transaction and (v) with respect to 20% of such shares, when the closing price of the Company’s Ordinary Shares exceeds $15.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Transaction or earlier if, subsequent to the initial Business Transaction the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which (a) results in all of the Company shareholders having the right to exchange their Ordinary Shares for cash, securities or other property or (b) involves a merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. 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 90 days following the date of the consummation of the initial Business Transaction. On the termination date of the applicable Escrow Period, the Escrow Agent shall, upon written instructions from the Company, disburse the Escrow Securities to such holders; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company is (i) being liquidated at any time during ...
Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities until the Underwriters have either exercised their over-allotment option or such over-allotment option has expired or been terminated (the “Escrow Period”), on which date it shall, upon written instructions from the Company or Company counsel, disburse those Escrow Securities that the Company instructs to be released to the Founders and deliver the remainder of the Escrow Securities to the Company for cancellation. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.
Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities until the termination of their respective Escrow Period (as defined below). In the case of the Insider Warrants, the “Escrow Period” shall be the period beginning on the Effective Date and ending one day following the consummation of the Business Combination as defined in the Amended and Restated Certificate of Incorporation of the Corporation (“Business Combination”). In the case of the Escrow Shares, the Escrow Period shall be the period beginning on the Effective Date and ending on the date that is one year following consummation of a Business Combination. On the termination date of the applicable Escrow Period, the Escrow Agent shall, upon written instructions from the Sponsor, 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 promptly destroy the certificates representing the Escrow Securities; provided, further, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all stockholders 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 notice executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is being consummated, release the Escrow Shares to the Sponsor so that it 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.
Disbursement of the Escrow Securities. The disbursement of the Escrow Securities set forth in Section 3 of the Escrow Agreement is hereby amended in its entirety so that it now reads in full as follows:
Disbursement of the Escrow Securities. Upon the valid exercise of a Kreido Warrant, in accordance with all of the terms and conditions thereof, Kreido shall provide the Escrow Agent with prompt written notice of such exercise (the “Exercise Notice”), with a copy to the Company, such notice to include, at the minimum, the name of the holder of the exercised Kreido Warrant, the exercise date, the number of Kreido Shares to be issued under such warrant, the equivalent number of Warrant Shares to be issued as determined by Kreido (which shall be a whole number and not a fraction), the name and address of the registered holder of the Warrant Shares, and the name and address of the party to whom the Escrow Shares shall be delivered to; provided, that in no event shall the aggregate number of Warrant Shares exceed 300,000. Upon receipt of the Exercise Notice, the Company shall have three business days to notify the Escrow Agent and Kreido, in writing, of its objection (and the reason therefor) to the release of the Escrow Securities, in which case, the Escrow Agent shall not release any Escrow Securities until it receives joint written instructions from the Company and Kreido to do so. Absent such objection, the Escrow Agent shall release that number of Escrow Securities equal to the number of Warrant Shares set forth in the Exercise Notice to the applicable party set forth in the Exercise Notice on the fourth business day following its receipt of the Exercise Notice.
Disbursement of the Escrow Securities. 3.1 The Escrow Agent shall hold 299,438 of the Escrow Shares (the “First Level Escrow Shares”) until the earlier to occur of (a) the date on which the VWAP of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days following the date hereof (the “First Level Vesting Target”) (such period of time during which the First Level Escrow Shares are held in escrow, the “First Level Escrow Period”) or (b) [__], 20242 (the “Expiration Date”).
3.2 The Escrow Agent shall hold 299,437 of the Escrow Shares (the “Second Level Escrow Shares”) until the earlier to occur of (a) the date on which the VWAP of the Class A Common Stock equals or exceeds $13.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days following the date hereof (the “Second Level Vesting Target”) (such period of time during which the Second Level Escrow Shares are held in escrow, the “Second Level Escrow Period”) or (b) the Expiration Date.
3.3 The Escrow Agent shall hold the Escrow Warrants until the earlier to occur of (a) the date on which the VWAP of the Class A Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days following the date hereof (the “Escrow Warrants Vesting Target” and together with the First Level Vesting Target and the Second Level Vesting Target, the “Vesting Targets”) (such period of time during which the Escrow Warrants are held in escrow, the “Warrants Escrow Period” and together with the First Level Escrow Period and the Second Level Escrow Period, the “Escrow Periods”) or (b) the Expiration Date.
3.4 If any or all of the Vesting Targets shall be achieved on or prior to the Expiration Date, then within three (3) Business Days following the achievement of the applicable Vesting Target, the Escrow Agent shall, upon receipt of a written notice from Sponsor (which such written notice shall also be provided to the Company), in form reasonably acceptable to the Escrow Agent, certifying that the applicable Vesting Target has been achieved, release the First Level Escrow Shares, the Second Level Escrow Shares or...