Disbursement of the Escrow Account. Upon the earlier of (i) receipt by the Escrow Agent of a signed representation from the Company to the Escrow Agent, that the requirements of Rule 419 have been met, and consummation of an acquisition meeting the requirements of Rule 419 or (ii) written notification from the Company to the Escrow Agent to deliver the Offering Proceeds to another escrow agent in accordance with Paragraph 4 then, in such event, the Escrow Agent shall disburse the Offering Proceeds (inclusive of any interest thereon) to the Company and the securities to the purchasers or registered holders identified on the deposited securities or deliver the Offering Proceeds and securities to such other escrow agent, as the case may be, whereupon the Escrow Agent shall be released from further liability hereunder. Notwithstanding the foregoing, if the Company has not informed the Escrow Agent within 18 months after the date of the Prospects in writing that an acquisition meeting the requirements of Rule 419 has occurred, funds held in the Escrow Account shall be returned by first class mail or equally prompt means pro rata to the purchasers and all securities held in the Escrow Account shall be returned to the Company within five business days following that date.
Disbursement of the Escrow Account. Upon the earlier of (i) receipt by the Escrow Agent of a signed representation from the Company to the Escrow Agent, that the requirements of Rule 419(e)(1) and (e)(2) have been met, and consummation of an acquisition(s) meeting the requirements of Rule 419(e)(2) or (ii) written notification from the Company to the Escrow Agent to deliver the Offering Proceeds to another escrow agent in accordance with Paragraph 5.8 then, in such event, the Escrow Agent shall disburse the Offering Proceeds (inclusive of any interest thereon) to the Company and the securities to the purchasers or registered holders identified on the deposited securities or deliver the Offering Proceeds and securities to such other escrow agent, as the case may be, whereupon the Escrow Agent shall be released from further liability hereunder. Notwithstanding the foregoing, if an acquisition meeting the requirements of Rule 419(e)(1) has not occurred by a date within 18 months after the effective date of the Registration Statement, funds held in the Escrow Account shall be returned by first class mail or equally prompt means to the purchasers within five business days following that date.
Disbursement of the Escrow Account. The Company is aware and understands that all proceeds deposited in the Escrow Account shall not become the property of the Company or any other entity, or be subject to the debts of the Company or any other entity. Except as expressly provided herein with respect to payments by the Escrow Agent to the Company, the Escrow Agent shall make or permit no disbursements from the Escrow Account.
Disbursement of the Escrow Account. Upon written notification from the Company to the Escrow Agent of consummation of the Company's first Business Combination (as such term is defined in the Prospectus), the Escrow Agent shall disburse the Escrow Shares to the Company Principals in accordance with their respective interests therein as set forth upon the aforementioned Exhibit A, whereupon the Escrow Agent shall be released from further liability hereunder.
Disbursement of the Escrow Account. Upon the earlier of (i) written notification by the Company to the Escrow Agent of its need for all, or substantially all, of the Offering Proceeds for the purpose of implementing, or facilitating the implementation of, a Business Combination (as such term is defined in the Prospectus); or (ii) the exercise by certain shareholders of the Redemption Offer (as such term is defined in the Prospectus); or (iii) written notification from the Company to the Escrow Agent to deliver the Offering Proceeds to another escrow agent in accordance with Paragraph 5.7, then, in such event, the Escrow Agent shall disburse the Escrow Account (inclusive of any interest thereon) to the Company or its designees, whereupon the Escrow Agent shall be released from further liability hereunder. In no event may the funds in the Escrow Account, including any interest earned thereon, be used for expenses associated with the evaluation and structuring of a contemplated Business Combination.
Disbursement of the Escrow Account. Upon the earlier of (i) six months following the consummation of a Business Combination or (ii) the liquidation of the Company, the Escrow Agent shall disburse the Escrow Securities to the Company Principals in accordance with their respective interests therein as set forth upon the aforementioned Exhibit A, whereupon the Escrow Agent shall be released from further liability hereunder.
Disbursement of the Escrow Account. The Escrow Agent agrees to disburse the funds held by the Escrow Agent in the Escrow Account to the Sellers in equal shares as follows:
Disbursement of the Escrow Account. Upon the earlier of (i) six months following the consummation of a Business Combination or (ii) the liquidation of the Company, the Escrow Agent shall disburse the Common Stock held by the Escrow Agent to the Company Principals in accordance with their respective interests therein as set forth upon the aforementioned Exhibit A, whereupon the Escrow Agent shall be released form further liability hereunder. Upon the consummation of a Business Combination the Escrow Agent shall disburse the Warrants held by the Escrow Agent to the Company Principals.
Disbursement of the Escrow Account. Upon the earlier of (i) written notification by the Company and the Underwriter to the Escrow Agent that the Minimum Offering has been consummated; or (ii) written notification from the Company and the Underwriter to the Escrow Agent that the Minimum Offering has been terminated; or (iii) written notification from the Company and the Underwriter to the Escrow Agent to deliver the Offering Proceeds to another escrow agent in accordance with Paragraph 5.6 hereof, then, in such event, the Escrow Agent shall disburse the Offering Escrow Account in each case pursuant to the instructions provided by the Company and the Underwriters in their written notice to the Escrow Agent, whereupon the Escrow Agent shall be released from further liability hereunder. In the event the Offering Period shall expire and the Minimum Offering has not been consummated, upon written notice by the Company and the Underwriter to the Escrow Agent that the Offering Period has expired, the Escrow Agent shall not later than two (2) business days following the Escrow Agent's receipt of such notice, remit to the Underwriter and any entity acting on behalf of the Underwriter which deposited Offering Proceeds into the Offering Escrow Account, by wire transfer of immediately available funds, that portion of the Offering Proceeds which such entity deposited therein and shall, concurrently therewith transmit a written notice to each Subscriber to the address indicated on the Subscribers' List that the Offering Period has expired and that the amount of the Offering Proceeds contributed by such Subscriber has been remitted to the Underwriter, or to the entity which acted on the Underwriter's behalf, as the case may be.
Disbursement of the Escrow Account. The commission relating to a particular sale shall be released by the Escrow Agent to the Underwriter immediately. Upon the earlier of (i) receipt by the Escrow Agent of a signed representation from the Company to the Escrow Agent, that the requirements of Rule 419(e)(1) and (e)(2) have been met, and consummation of an acquisition(s) meeting the requirements of Rule 419(e)(2) or then, in such event, the Escrow Agent shall disburse the Offering Proceeds (inclusive of any interest thereon) to the Company and the securities to the purchasers or registered holders identified on the deposited securities or (ii) written notification from the Company to the Escrow Agent to deliver the Offering Proceeds to another escrow agent then, in such event, the Escrow Agent shall deliver the Offering Proceeds and securities to such other escrow agent. In either case, thereupon, the Escrow Agent shall be released from further liability hereunder. Notwithstanding the foregoing, if an acquisition meeting the requirements of Rule 419(e)(1) has not occurred by a date within 18 months after the effective date of the Registration Statement, funds held in the Escrow Account shall be returned by first class mail or equally prompt means to the purchasers within five business days following that date. The Company shall promptly inform the Escrow Agent in writing of the effective date of the Registration Statement.
