ESCROW OF SECURITIES. Buyer agrees he will place the shares owned before the offering of the Company's securities into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent, on such date as the Company shall file a registration statement on Form S-1 ("Form S-1") with the SEC. Subject to certain limited exceptions, such as transfers to family members and trusts for estate planning purposes and upon death while remaining subject to the escrow agreement, these shares will not be transferable and will not be released from escrow until six (6) months after consummation of a business combination, unless the Company consummates a transaction after the consummation of the initial business combination that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. If the Company is forced to dissolve and liquidate, these shares will be cancelled. Additionally, on the date on which the Form S-1 is filed with the SEC, warrants purchased by Buyer will be placed into the escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, said warrants will not be transferable and will not be released from escrow until the 90th day after the completion of the Company's business combination
Appears in 6 contracts
Samples: Subscription Agreement (Education Media, Inc.), Subscription Agreement (Education Media, Inc.), Subscription Agreement (Education Media, Inc.)
ESCROW OF SECURITIES. Buyer agrees he will place the shares owned before the offering of the Company's ’s securities into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent, on such date as the Company shall file a registration statement on Form S-1 ("“Form S-1"”) with the SEC. Subject to certain limited exceptions, such as transfers to family members and trusts for estate planning purposes and upon death while remaining subject to the escrow agreement, these shares will not be transferable and will not be released from escrow until six (6) months after consummation of a business combination, unless the Company consummates a transaction after the consummation of the initial business combination that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. If the Company is forced to dissolve and liquidate, these shares will be cancelled. Additionally, on the date on which the Form S-1 is filed with the SEC, warrants purchased by Buyer will be placed into the escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, said warrants will not be transferable and will not be released from escrow until the 90th day after the completion of the Company's ’s business combination
Appears in 3 contracts
Samples: Subscription Agreement (Education Media, Inc.), Subscription Agreement (Education Media, Inc.), Subscription Agreement (Education Media, Inc.)
ESCROW OF SECURITIES. Buyer agrees he it will place the shares owned before the offering of the Company's securities into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent, on such date as the Company shall file a registration statement on Form S-1 ("Form S-1") with the SEC. Subject to certain limited exceptions, such as transfers to family members and trusts for estate planning purposes and upon death while remaining subject to the escrow agreement, these shares will not be transferable and will not be released from escrow until six (6) months after consummation of a business combination, unless the Company consummates a transaction after the consummation of the initial business combination that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. If the Company is forced to dissolve and liquidate, these shares will be cancelled. Additionally, on the date on which the Form S-1 is filed with the SEC, warrants purchased by Buyer will be placed into the escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, said warrants will not be transferable and will not be released from escrow until the 90th day after the completion of the Company's business combination
Appears in 2 contracts
Samples: Subscription Agreement (Education Media, Inc.), Subscription Agreement (Education Media, Inc.)