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 applicable 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 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 the Escrow Securities until the 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 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 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; provided further, 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 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 consummation of such transaction, release the Escrow Shares to the Initial 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.
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 Option Securities and distribute the Option Securities only (a) upon receipt of and only in accordance with the terms of (i) a copy of an executed Notice of Exercise (in the form appended to the Option Agreement), a copy of which shall be countersigned by the Optiongrantor and provided to the Escrow Agent prior to disbursement, and (ii) evidence of the payment in United States dollars by check or wire transfer of the aggregate exercise price of the Option Securities to be purchased (which Notice of Exercise and evidence of payment (which may be a copy of a check or a Fed Reference Number of a wire) may be supplied by an Optionholder); provided that such items are delivered to the Escrow Agent during the Exercise Period (as defined in the Option Agreements) (the last day of such period, the “Termination Date”); and (b) in the event that Option Securities remain undistributed immediately following the Termination Date (and there are no outstanding Notices of Exercise that have been delivered to the Escrow Agent but not satisfied by delivery of Option Securities), the Escrow Agent shall forthwith return the Option Securities that are not subject to outstanding Notices of Exercise to the Optiongrantor. For the avoidance of doubt, a Notice of Exercise shall be timely if received by the Escrow Agent in executed form from the Optionholder on or before the Termination Date; disbursement to occur, however, only upon receipt of a copy of the Notice of Exercise countersigned by the Optiongrantor promptly thereafter. The Escrow Agent shall have no further duties hereunder after the disbursement of the Option 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 Sponsor Shares and the Sponsor Warrants until the date that is 180 days after the date of consummation of a Business Combination by the Company (the “Escrow Period”), on which date the Escrow Agent shall, upon written instructions from the Company or counsel to the Company, 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, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar transaction which results in all of the 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 Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated, release the Escrow Shares to the Sponsor upon consummation of the transaction so that it can similarly participate. The Escrow Agent shall have no further duties under this Section 3 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. 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.
