Escrow Units Clause Samples

The Escrow Units clause establishes that certain units, assets, or interests will be held in escrow by a neutral third party until specific conditions are met. In practice, this means that the units are not immediately transferred to the buyer or beneficiary, but are instead safeguarded by the escrow agent until all contractual obligations—such as payment, regulatory approval, or completion of due diligence—are satisfied. This clause is essential for protecting both parties in a transaction by ensuring that the transfer of units only occurs when all agreed-upon requirements have been fulfilled, thereby reducing the risk of default or non-performance.
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Escrow Units. Holder acknowledges and agrees that: (i) at the Closing, Parent shall withhold the Escrow Units from the Merger Consideration payable to the 6th Wave Stockholders, and deposit such Escrow Units with the Escrow Agent, pursuant to and subject to the terms and conditions of the Merger Agreement and the Escrow Agreement; (ii) Holder shall be entitled to receive its portion of the Escrow Units only if, as and when such amounts become distributable to Holder in accordance with the provisions of the Merger Agreement and the Escrow Agreement; and (iii) Holder acknowledges and agrees that the Escrow Agent shall hold the Escrow Units, for the benefit of Holder, subject to the terms and conditions of the Merger Agreement and the Escrow Agreement, and that Holder shall have such rights with respect to its portion of the Escrow Units during the period of time in which such amount is held by the Escrow Agent as is set forth in the Merger Agreement and the Escrow Agreement.
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Escrow Units. Promptly following the purchase of the Escrow Units, the Unit Holder shall deliver to the Escrow Agent a certificate representing the Escrow Units, as set forth opposite its name on Exhibit A attached hereto, which certificates shall remain in the name of the Unit Holder, to be held and disbursed subject to the terms and conditions of this Agreement. The Unit Holder acknowledges that the Escrow Units are legended to reflect the deposit of the Escrow Units under this Agreement.
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Escrow Units. The Escrow Agent shall hold the Escrow Units, the shares of Common Stock that are part of the Escrow Units, the Warrants that are part of the Escrow Units, and any shares of Common Stock issued upon exercise of the Warrants that are part of the Escrow Units until the date which is ninety (90) days following the consummation of a Business Combination (such period, the "Escrow Unit Period"). On such 90th day, the Escrow Agent shall, upon written instructions from the Unit Holder, disburse the Unit Holder's Escrow Units (or shares of Common Stock issued upon exercise thereof, if any) to the Unit Holder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Warrant Period, then the Escrow Agent shall promptly destroy the Escrow Units (and the certificates representing the shares of Common Stock issued upon exercise thereof, if any); provided further, however, that if the Unit Holder does not provide written instructions, then the Escrow Agent shall deliver the Unit Holder's Escrow Units to the care of the Company; provided further, however, that if the consummation of a Business Combination takes the form of a merger, stock exchange or other similar transaction which results in any of the security holders of the Company having the right to exchange their securities for other securities, then the Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer or Chief Financial Officer of the Company, release the Escrow Units to the Unit Holder immediately prior and subject to consummation of the Business Combination so that it can similarly participate, and upon receipt thereof, the Unit Holder shall deposit such securities into escrow with the Escrow Agent for the remainder of the Escrow Unit Period; and provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the rights to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, in form reasonably acceptable to the Escrow Agent, executed by the Chief Executive Officer or Chief Financ...
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Escrow Units 
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Related to Escrow Units

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b. b. In the event that counsel to the Company fails or refuses to render an opinion as may be required by the Transfer Agent to affect a transfer of the Escrow Shares (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the Escrow Shares.

  • Escrow Shares If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Additional escrow securities If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.