Agreements and Covenants of the Corporation. The Corporation hereby agrees and covenants to: (a) Within four (4) Business Days after the Underwriters exercise the Over-Allotment Option (or any unexercised portion thereof) but not later than the Over-Allotment Closing Date, provide the Escrow Agent with a notice in writing of the total amount of the Deferred Underwriting Commission; (b) Give all instructions to the Escrow Agent hereunder in writing, signed by any one of the Corporation’s Chairman, Chief Executive Officer or Chief Financial Officer. The Escrow Agent shall be entitled to rely on, and shall be protected in relying on, any written instruction given by any one of the persons authorized above to give any Written Instructions; (c) Indemnify and hold the Escrow Agent harmless in accordance with Section 7 herein; (d) Pay the Escrow Agent the fees, costs and expenses set pursuant to Section 3 herein. It is expressly understood that the Escrow Funds shall not be used to pay such fees, costs or expenses; (e) In connection with the closing by the Corporation of a Qualifying Transaction, provide the Escrow Agent with a Qualifying Transaction Certificate; and (f) Instruct the Escrow Agent to make only those distributions that are permitted under this Agreement, and refrain from instructing the Escrow Agent to make any distributions that are not permitted under this Agreement.
Appears in 1 contract
Samples: Escrow Agreement
Agreements and Covenants of the Corporation. The Corporation hereby agrees and covenants to:
(a) Within four (4) Business Days after the Underwriters exercise the Over-Allotment Option (or any unexercised portion thereof) but not later than the Over-Allotment Closing Date, provide the Escrow Agent with a notice in writing of the total amount of the Deferred Underwriting CommissionCommissions;
(b) Give all instructions to the Escrow Agent hereunder in writing, signed by any one of the Corporation’s ChairmanChairman of the board of directors, President, Chief Executive Officer or Chief Financial Officer. The Escrow Agent shall be entitled to rely on, and shall be protected in relying on, any written instruction given by any one of the persons authorized above to give any Written Instructions;
(c) Indemnify and hold the Escrow Agent harmless in accordance with Section 7 herein;
(d) Pay the Escrow Agent the fees, costs and expenses set pursuant to Section 3 herein. It is expressly understood that the Escrow Funds shall not be used to pay such fees, costs or expenses;
(e) In connection with the closing by the Corporation of a Qualifying Transaction, provide the Escrow Agent with a Qualifying Transaction Certificate; and
(f) Instruct the Escrow Agent to make only those distributions that are permitted under this Agreement, and refrain from instructing the Escrow Agent to make any distributions that are not permitted under this Agreement.
Appears in 1 contract
Samples: Escrow Agreement
Agreements and Covenants of the Corporation. The Corporation hereby agrees and covenants to:
(a) Within four (4) Business Days after the Underwriters exercise the Over-Over- Allotment Option (or any unexercised portion thereof) but not later than the Over-Allotment Closing Date, provide the Escrow Agent with a notice in writing of the total amount of the Deferred Underwriting CommissionCommissions;
(b) Give all instructions to the Escrow Agent hereunder in writing, signed by any one of the Corporation’s ChairmanChairman of the board of directors, President, Chief Executive Officer or Chief Financial Officer. The Escrow Agent shall be entitled to rely on, and shall be protected in relying on, any written instruction given by any one of the persons authorized above to give any Written Instructions;
(c) Indemnify and hold the Escrow Agent harmless in accordance with Section 7 herein;herein;
(d) Pay the Escrow Agent the fees, costs and expenses set pursuant to Section 3 2(6) herein. It is expressly understood that the Escrow Funds shall not be used to pay such fees, costs or expenses;expenses;
(e) In connection with the closing by the Corporation of a Qualifying TransactionAcquisition, provide the Escrow Agent with a Qualifying Transaction Acquisition Certificate; andand
(f) Instruct the Escrow Agent to make only those distributions that are permitted under this Agreement, and refrain from instructing the Escrow Agent to make any distributions that are not permitted under this Agreement.
Appears in 1 contract
Agreements and Covenants of the Corporation. The Corporation hereby agrees and covenants to:
(a) Within four (4) Business Days after the Underwriters exercise the Over-Allotment Option (or any unexercised portion thereof) but not later than the applicable Over-Allotment Closing Date, provide the Escrow Agent with a notice in writing of the total amount of the Deferred Underwriting CommissionCommissions;
(b) Give all instructions to the Escrow Agent hereunder in writing, signed by any one of the Corporation’s ChairmanChairman of the board of directors, President, Chief Executive Officer or Chief Financial Officer. The Escrow Agent shall be entitled to rely on, and shall be protected in relying on, any written instruction given by any one of the persons authorized above to give any Written Instructions;
(c) Indemnify and hold the Escrow Agent harmless in accordance with Section 7 herein;herein;
(d) Pay the Escrow Agent the fees, costs and expenses set out pursuant to Section 3 herein. It is expressly understood that the Escrow Funds shall not be used to pay such fees, costs or expenses;expenses;
(e) In connection with the closing by the Corporation of a Qualifying Transaction, provide the Escrow Agent with a Qualifying Transaction Certificate; andand
(f) Instruct the Escrow Agent to make only those distributions that are permitted under this Agreement, and refrain from instructing the Escrow Agent to make any distributions that are not permitted under this Agreement.
Appears in 1 contract
Samples: Escrow Agreement
Agreements and Covenants of the Corporation. The Corporation hereby agrees and covenants to:
(a) Within four (4) Business Days after the Underwriters exercise the Over-Allotment Option (or any unexercised portion thereof) but not later than the Over-Allotment Closing Date, provide the Escrow Agent with a notice in writing of the total amount of the Deferred Underwriting Commission;
(b) Give all instructions to the Escrow Agent hereunder in writing, signed by any one of the Corporation’s ChairmanDesignated Director, Chief Executive Officer or Chief Financial Officer. The Escrow Agent shall be entitled to rely on, and shall be protected in relying on, any written instruction given by any one of the persons authorized above to give any Written Instructions;
(c) Indemnify and hold the Escrow Agent harmless in accordance with Section 7 herein;herein;
(d) Pay the Escrow Agent the fees, costs and expenses set pursuant to Section 3 herein. It is expressly understood that the Escrow Funds shall not be used to pay such fees, costs or expenses;expenses;
(e) In connection with the closing by the Corporation of a Qualifying TransactionAcquisition, provide the Escrow Agent with a Qualifying Transaction Acquisition Certificate; andand
(f) Instruct the Escrow Agent to make only those distributions that are permitted under this Agreement, and refrain from instructing the Escrow Agent to make any distributions that are not permitted under this Agreement.
Appears in 1 contract
Samples: Escrow Agreement (Bespoke Capital Acquisition Corp)