The Escrow Shares. The Escrow Agent shall hold fifty percent (50%) of the Escrow Shares, as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that date which is nine (9) months after the date on which the Company consummates its initial Business Combination (as hereinafter defined) has occurred (the “First Escrow Period”). The Escrow Agent shall hold the remaining fifty percent (50%) of the Escrow Shares, as set forth in Schedule A until it receives a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the date which is one (1) year after the date on which the Company consummates its initial Business Combination (the “Second Escrow Period”) has occurred (the “Second Escrow Shares”). Following the termination of either the First Escrow Period or the Second Escrow Period (as applicable), the Escrow Agent shall, upon written instructions from each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow Shares to such Initial Shareholder; provided however, that if, after the Company consummates a Business Combination, it (or the surviving entity) subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of its 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 certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial Shareholders immediately prior to the consummation of such transaction so that they can similarly participate; provided further, that if the Escrow Agent is notified by the Company that EarlyBird did not exercise its overallotment option (as further described in the Registration Statement) or exercised it in part, an amount such that the remaining Escrow Shares shall not exceed 20.0% of the outstanding ordinary shares post-Public Offering (but in no event more than 168,750 Escrow Shares) shall be forfeited by the Initial Shareholders and cancelled by the Company and the Escrow Agent shall promptly destroy the certificates representing such Escrow Shares; and provided further, that if the Escrow Agent is notified by the Company that more than 20% of the public shareh...
The Escrow Shares. Simultaneously with the execution hereof, Sellers have executed and delivered to Escrow Agent such stock powers, endorsed in blank, as are necessary to transfer all of the Escrow Shares held hereunder. So long as any Escrow Shares are held by the Escrow Agent under this Agreement, the Sellers shall from time to time sign and deliver to the Escrow Agent stock powers endorsed in blank to transfer to Buyer the number of Escrow Shares determined in accordance with the provisions of this Agreement. The Parties acknowledge that the sale or other disposition of the Escrow Shares are subject to that certain Stock Restriction Agreement, of even date herewith, by and among the Buyer and the Sellers.
The Escrow Shares. ESCROW AGENT shall hold and release the Escrow Shares as follows:
(a) To PURCHASER(S) or COMPANY, as the case may be, pursuant to, and upon receipt by ESCROW AGENT of, joint written instructions executed by PURCHASER(S) and the COMPANY; or
3.2 (b). To PURCHASER(S) or HOLDER(S), as soon as reasonably practical after receipt from PURCHASER(S) or HOLDER(S) of a Conversion Notice such number of Escrow Shares equal to such amount of the outstanding principal of the Debenture(s), in whole or in part, as specifically provided by PURCHASER(S) or HOLDER(S) in a Conversion Notice which complies with the terms of, and the form of which is attached to, the Debenture(s), which Conversion Notice is delivered to the ESCROW AGENT and the COMPANY at the time and as further set forth in the Debenture(s), at a conversion price set forth in the Debenture(s). PURCHASER(S) and/or HOLDER(S) may continue to convert such amounts outstanding under the Debenture(s) until the maturity thereof (as may be extended by PURCHASER(S) and/or HOLDER(S) in accordance with the terms of the Debenture(s)); ESCROW AGENT agrees to insert on the Principal Reduction Grid such outstanding amounts converted and the outstanding amount remaining under the Debenture(s) in accordance with the amounts so provided to ESCROW AGENT by PURCHASER(S) and/or HOLDER(S) as reflected in each Conversion Notice, as further set forth in the Debenture(s) and deliver to PURCHASER(S) and/or HOLDER(S) a copy of such revised Principal Reduction Grid; ESCROW AGENT also agrees as soon as reasonably practicable after receipt of the Conversion Notice to transmit by facsimile to the Company a copy of such Principal Reduction Grid; or
The Escrow Shares and Stock Power shall be held in escrow by the Escrow Agent pursuant to the terms of this letter agreement.
The Escrow Shares. Pursuant to the terms and conditions set forth herein, 1,721,625 shares of common stock of ICI, which represent seventy-five percent (75%) of the pre-Exchange shares of ICI common stock of ICI founders, officers, directors and affiliates, intended to be exchanged for shares of Newco common stock and transferred to ICI Insiders, (the "ICI Escrow Shares") and 34,083 shares of common stock of HII, which represent sixty-five percent (65%) of the pre-Exchange shares of HII common stock of Andy Robinson, HII's Chief Exexxxxxx Xxxxxxr and sole founder, intended to be exchanged for shares of Newco common stock and transferred to Andy Robinson (the "HII Escrox Xxxxxx") xx Consideration for the Exchange as set forth in Article 3 of the Definitive Agreement, shall be delivered to Levy, Boonshoft & Spinelli, as Escrow Agent (the "Xxxxxx Agent") to be held pursuant to the provisions set forth within this Section.
The Escrow Shares. In the event that Fushi meets the Registration Deadline and for so long as the Registration Statement remains effective, the Judgment shall be further reduced by an amount equal to the cash proceeds distributed by the Escrow Agent to Xxxxx in connection with sales of the Escrow Shares. Notwithstanding the foregoing, in 2009 Xxxxx is only entitled to receive from the Escrow Agent no more than $3,000,000 of cash proceeds from sale of Escrow Shares, provided that Xxxxx shall use its reasonable efforts to direct sale of the Escrow Shares resulting in full payment of the Current Judgment Amount including any accrued interest by January 15, 2010 and provided further that any cash proceeds received from the sale in 2009 of Escrow Shares in excess of $3,000,000 shall be available for the general creditors of Fushi upon any bankruptcy or liquidation of Fushi. Any proceeds from sale of the Escrow Shares in 2009 in the amount which is more than $3,000,000 and less than the then Current Judgment Amount including any accrued interest shall be forwarded to Xxxxx by the Escrow Agent not earlier than and within reasonable time of January 1, 2010. Notwithstanding anything to the contrary in this Agreement, the amount of Escrow Shares sold on any given day shall not exceed 60% of the daily trading volume in Fushi’s stock on the previous trading day as reported on all national securities exchanges and/or automated quotation system, provided however that this limitation does not apply to any private sales of the Escrow Shares. In the event that Fushi fails to meet the Registration Deadline, but causes a Registration Statement to be declared effective by October 31, 2009 (the “Second Registration Deadline”), the Judgment shall instead be further reduced by an amount equal to 90% of the cash proceeds distributed by the Escrow Agent to Xxxxx in connection with sales of the Escrow Shares.
The Escrow Shares. Any shares of Parent Class A Common Stock or other equity securities issued or distributed by Precept (including shares issued upon a stock split) (the "New Shares") in respect of Escrow Shares that have not been released to the Stockholder shall be added to the Escrow Shares and become a part thereof. New Shares issued in respect of Escrow Shares that have been released shall not be added to the Escrow Shares, but shall be distributed to the holders thereof. When and if cash dividends on Escrow Shares shall be declared and paid, they shall not be added to the Escrow Shares but shall be paid to the holders thereof.
The Escrow Shares. Upon execution of this Agreement, Premier shall deposit with the Escrow Agent the Escrow Shares, and the persons named on Exhibit A shall deposit stock powers for the same, signed by such person.
The Escrow Shares. On the date hereof, Newco shall deliver to the Escrow Agent a stock certificate representing the Escrow Shares.
