Escrowing of Shares. 1. Earmark and hold escrowed shares in a shareholder's account to secure compliance with executed letters of intent or for other purposes as provided in authorization instructions.
Escrowing of Shares. For good and valuable consideration, including the performance of the obligations of the other parties hereto described herein, and in connection with the Merger, promptly following the Closing (but no later than 3 Business Days following the date of the Closing), Pubco shall instruct Continental Stock Transfer & Trust Company, in its capacity as the Exchange Agent, to deliver to Continental Stock Transfer & Trust Company, in its capacity as escrow agent (the “Escrow Agent”), certain Pubco Common Shares (the “Escrowed Shares”), in accordance with the terms of the A&R Business Combination Agreement. The Escrowed Shares are 5,500,000 Pubco Common Shares, which represent the maximum number of Pubco Common Shares that could be distributed to CSR Holders (assuming all such CSR Holders constituted Qualifying CSR Holders and all CSRs were outstanding as of the CSR Maturity Date) pursuant to the terms of this Agreement, with such Escrowed Shares to be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”) in a form to be mutually agreed, and only released in accordance with the terms thereof.
Escrowing of Shares. For good and valuable consideration, including the performance of the obligations of the other parties hereto described herein, promptly following the Closing (but no later than three Business Days following the date of the Closing), Sponsors shall collectively deliver to Continental Stock Transfer & Trust Company (the “Escrow Agent”) a number of shares of Common Stock equal to the maximum number of shares of Common Stock that could become issuable to CVR Holders (assuming all such CVR Holders constituted Qualifying CVR Holders and all CVRs were outstanding as of the CVR Maturity Date) pursuant to the terms of this Agreement as determined as of the Closing (the “Escrowed Shares”) pursuant to an escrow agreement (the “Escrow Agreement”) substantially in the form attached hereto as Exhibit A, with such Escrowed Shares to be held in escrow and only released in accordance with the terms thereof.
Escrowing of Shares. For good and valuable consideration, including the performance of the obligations of the other parties hereto described herein, and in connection with the Merger, promptly following the Closing (but no later than 3 Business Days following the date of the Closing), TortoiseCorp III shall instruct Continental Stock Transfer & Trust Company, in its capacity as the Exchange Agent, to deliver to Continental Stock Transfer & Trust Company, in its capacity as escrow agent (the “Escrow Agent”), certain TortoiseCorp III Common Shares (the “Escrowed Shares”), in accordance with the terms of the Business Combination Agreement. The Escrowed Shares are 5,500,000 TortoiseCorp III Common Shares, which represent the maximum number of TortoiseCorp III Common Shares that could be distributed to CSR Holders (assuming all such CSR Holders constituted Qualifying CSR Holders and all CSRs were outstanding as of the CSR Maturity Date) pursuant to the terms of this Agreement, with such Escrowed Shares to be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”) in a form to be mutually agreed, and only released in accordance with the terms thereof.
Escrowing of Shares. For good and valuable consideration, including the performance of the obligations of the other parties hereto described herein, promptly following the Closing (but no later than 3 Business Days following the date of the Closing), Pubco shall instruct Continental Stock Transfer & Trust Company, in its capacity as Pubco’s transfer agent (the “Transfer Agent”), deliver to Continental Stock Transfer & Trust Company, in its capacity as escrow agent (the “Escrow Agent”) 3,000,000 shares of Common Stock (the “Escrowed Shares”), representing 2,250,000 shares of Common Stock withheld from the Merger Consideration otherwise issuable to Company Stockholders pursuant to Section 1.9 of the Merger Agreement and 750,000 shares of Common Stock withheld from the shares of Common Stock otherwise issuable to the Sponsor, as a holder of Purchaser Common Stock, pursuant to Section 1.11(b) of the Merger Agreement. The Escrowed Shares represent the maximum number of shares of Common Stock that could be distributed to CVR Holders (assuming all such CVR Holders constituted Qualifying CVR Holders and all CVRs were outstanding as of the CVR Maturity Date) pursuant to the terms of this Agreement, with such Escrowed Shares to be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”) substantially in the form attached hereto as Exhibit A, and only released in accordance with the terms thereof.
