Common use of Escrow Agreements Clause in Contracts

Escrow Agreements. (i) The Company and the Initial Stockholders have entered into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as Exhibit 10.8 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year after the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Escrow Agreement) but will retain the right to vote such shares. To the Company's knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld. (ii) The Company and the Insider Purchaser have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Escrow Agent substantially in the form annexed as Exhibit 10.9 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Escrow Agreement). To the Company's knowledge, the Escrow Agreement is enforceable against the Insider Purchaser and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld.

Appears in 5 contracts

Samples: Underwriting Agreement (Renaissance Acquisition Corp.), Underwriting Agreement (Renaissance Acquisition Corp.), Underwriting Agreement (Renaissance Acquisition Corp.)

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Escrow Agreements. (i) The Company and has caused the Initial Stockholders have entered to enter into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("“Initial Share Escrow Agent") substantially in the form annexed as Exhibit 10.8 10.13 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year after the first anniversary of the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Initial Share Escrow Agreement) but will retain the right to vote such shares. To the Company's ’s knowledge, the Initial Share Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Initial Share Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheldJesup & Xxxxxx. (ii) The Company and the Insider Purchaser Purchasers have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Escrow Agent substantially in the form annexed as Exhibit 10.9 10.14 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Insider Warrant Escrow Agreement). To the Company's ’s knowledge, the Insider Warrant Escrow Agreement is enforceable against the Insider Purchaser Purchasers and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheldJesup & Xxxxxx.

Appears in 2 contracts

Samples: Underwriting Agreement (Alyst Acquisition Corp.), Underwriting Agreement (Alyst Acquisition Corp.)

Escrow Agreements. (i) The Company and the Initial Stockholders have entered into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as Exhibit 10.8 10.10 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year six months after the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Escrow Agreement) but will retain the right to vote such shares. To the Company's knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld. (ii) The Company and the Insider Purchaser Purchasers have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Continental Stock Transfer & Trust Company ("Escrow Agent Agent") substantially in the form annexed as Exhibit 10.9 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser Purchasers will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser Purchasers shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Escrow Agreement). To the Company's knowledge, the Escrow Agreement is enforceable against the Insider Purchaser Purchasers and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser Purchasers is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld.

Appears in 1 contract

Samples: Underwriting Agreement (Geneva Acquisition Corp)

Escrow Agreements. (i) The Company and the Initial Stockholders have entered into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as Exhibit 10.8 10.10 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year six months after the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Escrow Agreement) but will retain the right to vote such shares. To the Company's knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheldLCM. (ii) The Company and the Insider Purchaser Purchasers have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Continental Stock Transfer & Trust Company ("Escrow Agent Agent") substantially in the form annexed as Exhibit 10.9 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser Purchasers will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser Purchasers shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Escrow Agreement). To the Company's knowledge, the Escrow Agreement is enforceable against the Insider Purchaser Purchasers and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser Purchasers is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheldLCM.

Appears in 1 contract

Samples: Underwriting Agreement (Geneva Acquisition Corp)

Escrow Agreements. (i) The Company and the Initial Stockholders have entered into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as Exhibit 10.8 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year after the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Escrow Agreement) but will retain the right to vote such shares. To the Company's knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld. (ii) The Company and the Insider Purchaser have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Continental Stock Transfer & Trust Company ("Escrow Agent Agent") substantially in the form annexed as Exhibit 10.9 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Escrow Agreement). To the Company's knowledge, the Escrow Agreement is enforceable against the Insider Purchaser and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld.

Appears in 1 contract

Samples: Underwriting Agreement (Renaissance Acquisition Corp.)

Escrow Agreements. (i) The Company At Closing, Seller shall assign to Buyer and Buyer shall assume all of Seller’s rights and obligations under the Compass TI Escrow Agreement and the Initial Stockholders have entered into Additional Escrow Agreement pursuant to an escrow assignment agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as set forth on Exhibit 10.8 L attached hereto (the “Escrow Assignment Agreement”). Portions of the funds escrowed under such escrow agreements may have been released and applied prior to the Registration StatementEffective Date, whereby and some or all of the Common Stock owned by funds escrowed pursuant to such agreements may be released and applied prior to Closing; if all of the Initial Stockholders will be held in escrow by escrowed funds under one or more of the escrowed agreements have been released prior to Closing and all additional obligations of Coliseum Transfer under such agreements have been fully performed prior to Closing, then the Escrow Agent, until one year after the consummation of a Business CombinationAssignment Agreement shall be modified to exclude such escrow agreement. During the term of this Agreement Seller shall not enter into any modification or amendment of any of such escrow periodagreements, the Initial Stockholders shall be prohibited from selling waive or otherwise transferring release any of its rights under any of such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Escrow Agreement) but will retain the right to vote such shares. To the Company's knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach ofagreements, or conflict with terminate any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Escrow Agreement shall not be amended, modified or otherwise changed such agreements without the prior written consent of LadenburgBuyer, which unless Seller is obligated to do so pursuant to the terms of any such consent will not be unreasonably withheld. agreement. Seller hereby represents and warrants to Buyer that (i) Seller has provided true, correct and complete copies of the Compass TI Escrow Agreement and the Additional Escrow Agreement, (ii) The Company Seller is not aware of any dispute between Seller and Coliseum Transfer under any of such agreements, or of any failure of Coliseum Transfer to perform its obligations thereunder, and (iii) Seller has not waived any of its rights under any of such agreements as of the Insider Purchaser have entered into an escrow agreement ("Insider Warrant Escrow Agreement" Effective Date. Seller shall, from and together with after the Initial Share Escrow Agreement, the "Escrow Agreements") with the Escrow Agent substantially in the form annexed as Exhibit 10.9 Effective Date to the Registration Statementdate of Closing, whereby the Insider Warrants owned comply with every covenant and agreement of Seller under such agreements in all material respects. Seller shall provide Buyer with a copy of any written notice received by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During Seller from Coliseum Transfer or its agents under such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Escrow Agreement). To the Company's knowledge, the Escrow Agreement is enforceable against the Insider Purchaser and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheldagreements.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Cole Corporate Income Trust, Inc.)

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Escrow Agreements. (i) The Company and has caused the Initial Stockholders have entered to enter into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("“Initial Share Escrow Agent") substantially in the form annexed as Exhibit 10.8 10.13 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year after the first anniversary of the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Initial Share Escrow Agreement) but will retain the right to vote such shares. To the Company's ’s knowledge, the Initial Share Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Initial Share Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheldthe Representatives. (ii) The Company and the Insider Purchaser Purchasers have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Escrow Agent substantially in the form annexed as Exhibit 10.9 10.14 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Insider Warrant Escrow Agreement). To the Company's ’s knowledge, the Insider Warrant Escrow Agreement is enforceable against the Insider Purchaser Purchasers and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheldthe Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (Alyst Acquisition Corp.)

Escrow Agreements. (ia) The Company At the Closing, Buyer, Sellers, the Escrow Agent and each Retiree with an effective Retiree Agreement at the Initial Stockholders have entered Closing shall enter into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as of Exhibit 10.8 D hereto (the "Indemnity Escrow Agreement"). Buyer shall designate the Escrow Agent subject to the Registration StatementCompany's approval which shall not be unreasonably withheld. At the Closing, whereby Buyer will deliver an amount equal to ten percent of the Total Purchase Price, consisting of shares of Buyer Common Stock owned to be funded by Sellers and Retirees with effective Retiree Agreements at the Closing as provided below (the "Escrow Fund") to the Escrow Agent in accordance with the terms of the Indemnity Escrow Agreement to secure certain obligations of the Sellers pursuant to this Agreement. Pursuant to the Indemnity Escrow Agreement, the Escrow Agent shall hold the Escrow Fund for a period of two years following the Closing subject to asserted claims for indemnification. Each Retiree executing a Retiree Agreement shall have appointed the Seller's Committee to act as his or her attorney-in-fact with respect to the matters set forth in the Indemnity Escrow Agreement. Notwithstanding the foregoing, on the first anniversary of the Closing Date, the Escrow Agent shall release to the Sellers' Committee an amount equal to one-half of the Escrow Fund, reduced by any amounts paid to Buyer prior to such anniversary date and any amounts then reserved with respect to any unresolved asserted claims for Damages made by the Initial Stockholders Buyer Group all as is provided in the Indemnity Escrow Agreement. The Escrow Fund initially will consist of a number of shares of Buyer Common Stock to be contributed ratably by each Seller and each Retiree with an effective Retiree Agreement at the Closing in an amount equal to such Person's proportionate interest (based on the amount to be received by such Person for their Shares or Ten-Year Contracts, as the case may be) in the amount equal to the sum of (x) the Total Purchase Price and (y) the aggregate payments to be received by the Retirees with effective Retiree Agreements at the Closing in exchange for their Ten-Year Contracts. In respect of the shares placed in the Escrow Fund, the number of shares of Buyer Common Stock deliverable hereunder to each such Seller and Retiree at the Closing will be held reduced by the amount to be delivered to the Escrow Agent as part of the Escrow Fund; provided, that the shares to be delivered into the Escrow Fund on behalf of each such Seller and Retiree shall be drawn first from the shares of such Person that are subject to transfer restrictions under Section 7(a) of the Registration Rights Agreement until the second anniversary of the Closing Date and thereafter, as necessary from the shares of such Person that are subject to such resale restrictions until the first anniversary of the Closing Date (with any resulting fractional share being Rounded). (b) At the time following the Closing that it is determined that there are funds to be deposited in escrow by pursuant to Section 6.17(c), Buyer and the Sellers' Designee shall agree on an appropriate form of escrow agreement with the Escrow Agent, until one year after or such other escrow agent as mutually agreed to by Buyer and Sellers' Committee, whereby the consummation of a Business Combination. During funds to be escrowed pursuant to Section 6.17(c) shall be deposited with such escrow period, the Initial Stockholders agent (and shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth bear interest in the Escrow Agreementaccordance with its terms) but will retain the right to vote such shares. To the Company's knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders and will not, in accordance with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms of this Agreement and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld. (ii) The Company and the Insider Purchaser have entered into an escrow agreement (the "Insider Warrant Tax Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Escrow Agent substantially in the form annexed as Exhibit 10.9 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Escrow Agreement). To the Company's knowledge, the Escrow Agreement is enforceable against the Insider Purchaser and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase Agreement (Marsh & McLennan Companies Inc)

Escrow Agreements. (i) The Company and the Initial Stockholders have entered into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as Exhibit 10.8 10.13 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year after the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Initial Share Escrow Agreement) but will retain the right to vote such shares. To the Company's ’s knowledge, the Initial Share Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Initial Share Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld. (ii) The Company and the Insider Purchaser have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Escrow Agent substantially in the form annexed as Exhibit 10.9 10.14 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Insider Warrant Escrow Agreement). To the Company's ’s knowledge, the Insider Warrant Escrow Agreement is enforceable against the Insider Purchaser and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld.

Appears in 1 contract

Samples: Underwriting Agreement (Columbus Acquisition Corp)

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