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.
Appears in 1 contract
Sources: Stock Escrow Agreement (MBF Healthcare Acquisition Corp.)
Disbursement of the Escrow Securities. The Escrow Agent shall hold (a) the Escrow Securities Shares until one year from the date of consummation of a Business Combination (as such term is defined in the Registration Statement) ("Share Escrow Period") and (b) the Founders' Warrants until the third anniversary Consummation of a Business Combination (the Effective Date (“"Warrant Escrow Period”"), on which date it shall, upon written instructions from Initial an Existing Stockholder, disburse Escrow Shares or the Initial Stockholder’s Escrow Securities Founders' Warrants, as applicable, to the Initial such Existing 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 immediately prior to the effectiveness of such liquidation, 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 Securities and the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Operating Officer Securities shall no longer be considered issued and outstanding securities 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
Sources: Securities Escrow Agreement (Inter-Atlantic Financial, Inc.)
Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities listed in Exhibit A until one year after the consummation of a Business Combination and shall hold the Escrow Securities in Exhibit B until the third anniversary consummation of a Business Combination (as defined in the Effective Date Registration Statement) (“Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Securities (and any applicable stock power) to the 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; 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 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 certificate, executed by the Chief Executive Officer Chairman of the Board, President or Chief Operating Officer other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, that states that such transaction is then being consummated, and release the Escrow Securities to the Initial Stockholder Stockholders 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
Sources: Securities Escrow Agreement (Brand & Services Acquisition Corp.)
Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities until the third anniversary date that is one year from the date of consummation of a Business Combination (as such term is defined in the Certificate of Incorporation of the Effective Date Company) by the Company (“the "Escrow Period”"), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s 's Escrow Securities to the 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; 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 its 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 consummation of a certificatesuch transaction, 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 Shares to the Initial Stockholder upon consummation of the transaction Stockholders 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
Sources: Securities Escrow Agreement (Vantage Energy Services, Inc.)
Disbursement of the Escrow Securities. The Escrow Agent shall shall: (i) hold the Escrow Securities Initial Common Stock until the third anniversary of the Effective Date Date, and (ii) hold the Class A Units (including the Common Stock and Class A Warrants underlying the Class A Units) until the earlier of (a) the completion of a Business Combination (as defined in the Prospectus) or (b) liquidation of the Trust Account (as defined in the Investment Management Trust Agreement between the Escrow Agent and the Company) (“Escrow Period”), on which date it shall, upon written instructions from each Initial StockholderShareholder, disburse each of the Initial StockholderShareholder’s Escrow Securities to the such Initial StockholderShareholder; 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)Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholder stockholders of such entity having the right to exchange their shares of Common Stock securities 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 Chairman of the Board 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 Shareholders upon consummation of the transaction so that they can similarly participate; provided further that the time period set forth above may be waived by either of the Representatives. 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
Sources: Securities Escrow Agreement (Middle Kingdom Alliance Corp.)
Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities Sponsor Shares and the Sponsor Warrants until the third anniversary date that is 180 days after the date of consummation of a Business Combination by the Effective Date Company (the “Escrow Period”), on which date it the Escrow Agent shall, upon written instructions from Initial Stockholderthe Company or counsel to the Company, disburse the Initial Stockholder’s Escrow Securities to the Initial StockholderSponsor; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof 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 Combination, the Registration Statement), it 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 stockholder of such entity Company’s stockholders 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 Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated, and release the Escrow Securities Shares to the Initial Stockholder Sponsor upon consummation of the transaction so that they 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
Sources: Sponsor Warrant Purchase Agreement (Sidhu Special Purpose Capital Corp.)