Common use of Release of the Escrow Shares Clause in Contracts

Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow 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 Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, 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 Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; 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; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) 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 Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a 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 Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3.

Appears in 2 contracts

Samples: Share Escrow Agreement (Galileo Acquisition Corp.), Share Escrow Agreement (Galileo Acquisition Corp.)

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Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months one year 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 Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, 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 Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; 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; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) 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 Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a 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 Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3.

Appears in 2 contracts

Samples: Share Escrow Agreement (Americas Technology Acquisition Corp.), Share Escrow Agreement (Americas Technology Acquisition Corp.)

Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the applicable period (each, the “Escrow Period”) commencing on the date hereof and until the earlier of: (A) as to the Founders’ Shares, (i) for 50% one year after the completion of the Escrow 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 , (yii) the date on which the closing Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the shareholders of the Company having the right to exchange their shares for cash, securities or other property, or (iii) the date on which the last sale price of the Ordinary Shares ordinary share equals or exceeds $12.50 12.00 per share (as adjusted for share splits, share capitalizationsdividends (being share capitalizations under Cayman Islands law), reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination Combination; and (iiB) for as to the remaining 50% Private Placement Units, until the completion of the Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the applicable Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; 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 applicable Escrow Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) 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 Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Boardthe, 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 Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3.

Appears in 1 contract

Samples: Share Escrow Agreement (Fellazo Inc.)

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Release of the Escrow Shares. 3.1 The Escrow Agent shall hold the Certificates during the applicable period (each, the “Escrow Period”) commencing on the date hereof and until the earlier of: (A) as to the founder shares, (i) for 50% one year after the completion of the Escrow 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 , (yii) the date on which the closing Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the shareholders of the Company having the right to exchange their shares for cash, securities or other property, or (iii) the date on which the last sale price of the Ordinary Shares ordinary share equals or exceeds $12.50 12.00 per share (as adjusted for share splits, share capitalizationsdividends (being share capitalizations under Cayman Islands law), reorganizations reorganizations, recapitalizations and recapitalizationsthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination Combination; and (iiB) for as to the remaining 50% Private Placement Warrants, until the completion of the Escrow Shares, ending one year after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the applicable Escrow Period, the Escrow Agent shall release such amount of each Initial Shareholder’s Certificates (and any applicable share power) to such Initial Shareholder; 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 applicable Escrow Period, then the Escrow Agent shall promptly destroy the Certificates; provided further, however, that if, subsequent to the completion of a Business Combination, the Company (or the surviving entity) 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 Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a 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 Certificates to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the release or destruction of the Certificates in accordance with this Section 3.

Appears in 1 contract

Samples: Share Escrow Agreement (Agrico Acquisition Corp.)

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