Earnout Escrow. At or prior to the Merger Closing, PubCo, SPAC, the Seller and an escrow agent reasonably acceptable to PubCo and SPAC (the “Escrow Agent”), shall enter into an escrow agreement, effective as of the Merger Effective Time (the “Escrow Agreement”), pursuant to which, at the Merger Closing, the Seller shall deposit with the Escrow Agent the Earnout Shares in a segregated escrow account (the “Earnout Escrow Account”) to be disbursed therefrom in accordance with the terms of this Agreement and the Escrow Agreement. The Earnout Shares will remain as issued and outstanding on PubCo’s balance sheet and will be legally outstanding under the Cayman Companies Act. Any dividends, distributions or other income paid on or otherwise accruing to the Earnout Shares shall be distributed by the Escrow Agent for payment to the Seller on a current basis. While the Earnout Shares are held in the Earnout Escrow Account, the Seller shall be entitled to vote all Earnout Shares. Within five (5) Business Days from the filing of an annual report on Form 20-F by PubCo with the SEC containing an audit report issued by the independent auditor of PubCo for the audited financial statements of PubCo for the fiscal year ending December 31, 2024 (the “Earnout Period”) prepared in accordance with GAAP (the “PubCo 2024 Audited Financials”), PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the vested portion of Earnout Shares from the Earnout Escrow Account to the Seller in accordance with the terms of this Agreement and the Escrow Agreement. If a portion of the Earnout Shares does not become vested pursuant to the terms of this Agreement, the Seller shall execute the Irrevocable Surrender of Shares in substantially the form attached hereto as Exhibit I with respect to such unvested portion of the Earnout Shares, and surrender such portion of the Earnout Shares to PubCo without consideration. PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the surrendered portion of the Earnout Shares from the Earnout Escrow Account to PubCo, and PubCo shall cancel such surrendered portion of the Earnout Shares. Earnout Shares that are surrendered for cancellation shall cease to be outstanding and shall automatically be cancelled and cease to exist as a matter of Cayman Islands law. Notwithstanding anything to the contrary in the foregoing of this Article IV, if the surrender of the unvested portion of the Earnout Shares by the Seller would cause ...
Earnout Escrow. At Closing, Purchaser and Escrow Stockholders shall deposit the Earnout Holdback Shares with the Escrow Agent pursuant to the Earnout Escrow Agreement. The Earnout Escrow Agreement shall be executed and delivered by the Escrow Stockholders and appropriate BCC Party at Closing. Until such time as the Earnout Holdback Shares shall have been delivered pursuant to the terms of the Earnout Escrow Agreement, each Escrow Stockholder covenants and agrees not to sell, transfer, pledge, assign, hypothecate or dispose of or enter any contract, option or pledge or understanding (written or not) with respect to the sale, transfer, pledge, assignment, hypothecation or other disposition of the Earnout Holdback Shares or any dividends or distributions that may be declared or paid with respect thereof. Nothing in this Agreement or the Earnout Escrow Agreement shall require Purchaser or BCC to take any action after the Effective Time that it determines, in its sole discretion, is not in the best interests of Purchaser or Surviving Corporation or to conduct its business or the business of Surviving Corporation contrary to its business plan or corporate governance.
Earnout Escrow. The Sponsor agrees that, as of immediately following the Closing and the Conversion, the lesser of (a) 35% of the Acquiror Common Stock held of record by the Sponsor immediately following the Closing and the Conversion after giving effect to the Cancellation Event (such amount, before application of the 35%, the “Remaining Sponsor Shares”) and (b) (x) the Remaining Sponsor Shares minus (y) 2,400,000 (such lesser amount of (a) and (b), the “Unvested Shares”) shall be subject to the vesting and forfeiture provisions set forth in Section 1(c). For the avoidance of doubt, any Acquiror Common Stock beneficially owned by (i) any individual other than the Sponsor, (ii) the Sponsor other than the Unvested Shares, or (iii) the Strategic Investors (even if held of record by Sponsor) shall not be subject to vesting or forfeiture. The Sponsor agrees that it shall not, and shall cause its Affiliates not to, Transfer (other than to an Affiliate) any Unvested Share held by the Sponsor prior to the date such Unvested Share becomes vested pursuant to Section 1(c).
Earnout Escrow. The Earnout Escrow Amount shall be held by the Escrow Agent in the Earnout Escrow Account until paid in accordance with Section 2.10 and the Escrow Agreement.
Earnout Escrow. 50 10.11 Appointment of Successor Escrow Agent...............................50 10.12 HSR.................................................................50 11. INDEMNITY....................................................................50
Earnout Escrow. (i) At the Closing, Pubco shall cause to be delivered to the Escrow Agent an aggregate of Fifteen Million (15,000,000) Exchange Shares (such Exchange Shares, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, in each case, as long as they remain in the Earnout Escrow Account, the “Earnout Escrow Shares”, and together with the Indemnity Escrow Shares, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Earnout Escrow Shares, in each case, as long as they remain in the Earnout Escrow Account (together with the Earnout Escrow Shares, the “Earnout Escrow Property”), in a segregated escrow account (the “Earnout Escrow Account”) separate from the Indemnity Escrow Account, and disbursed in accordance with the terms of this Agreement and the Escrow Agreement.
Earnout Escrow. (a) On each of dates that are (i) 90 days after the Closing Date, (ii) 180 days after the Closing Date, (iii) 270 days after the Closing Date, and (iv) 365 days after the Closing Date (such date, the “Earnout End Date”), Buyer will prepare and promptly deliver to Cantel a certificate, signed by a duly authorized officer of Buyer certifying as to the number of Earnout Units purchased by the Earnout Customer as of the applicable date, any Earnout Milestone achieved as of such applicable date, any Earnout Payment due and payable a result thereof and together with appropriate supporting documentation (an “Earnout Statement”). Notwithstanding the existence of any dispute regarding any matter set forth in an Earnout Statement, following delivery of each Earnout Statement, Buyer and Cantel shall promptly deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse by wire transfer of immediately available funds to an account designated by Cantel, from the Earnout Escrow Account, all undisputed portions of any Earnout Payment. Buyer and Cantel shall deliver, promptly after the final resolution of any such dispute, a joint written instruction to the Escrow Agent to disburse by wire transfer of immediately available funds to an account designated by Cantel any disputed amounts determined to be owed to Sellers pursuant to an Earnout Statement. To the extent that any dispute with respect to an Earnout Statement is not resolved by the Parties within thirty (30) days after Cantel notifies Buyer thereof, Section 2.6(b)(ii) shall apply mutatis mutandis to this Section 2.9(a) and any dispute regarding any matter set forth in an Earnout Statement.
Earnout Escrow
