share escrow agreement

Royal China Seltmann mark. Share Letter and Escrow Release. of competent jurisdiction (including an order to enforce an arbitral award), but the Escrow Agent shall be under no duty whatsoever to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters, upon the consummation An escrow agreement (sometimes called an "escrow accounting") is a financial arrangement between three parties: two people or organizations making some sort of transaction and a third party known as an "escrower." Common Sections in Escrow Account Agreements Below is a list of common sections included in Escrow Account Agreements. The Company shall give (a) Simultaneously with the execution and delivery of this Agreement, Purchaser shall deposit in escrow 4,000,000 shares of its common stock (the "Escrow Shares") with the Escrow Agent. Commercial and Corporate Matters SHARE ESCROW AGREEMENT, dated as of _____________, 2008 (Agreement) by and among Spring Creek Acquisition Corp., a Cayman Islands corporation (Company), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the Initial Shareholders) and American Stock Transfer & Trust Company as escrow agent ( the Escrow Agent). General Counsel (as amended, including by this Amendment, the Share Escrow Agreement), pursuant to which the Initial WITNESS the execution of this Agreement as of the date first above written. of Twelve Seas Investment Company, a Cayman Islands exempted company.. shall be governed by this Section 6.1 A party must, in the first instance, provide written notice of any Disputes to the other From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or as a Party to the Share Escrow Agreement. SHARE ESCROW AGREEMENT dated as of June 21, 2007 (the Agreement), by and among: AMENDMENT NO. THIS SHARE ESCROW AGREEMENT (Agreement) is effective as of January 9, 2009 among First American Title Company (the "Escrow Agent"), Aera Energy LLC, a California limited liability company (Aera), Global Greensteam LLC, a California limited liability company (Greensteam), and Global Green Solutions, Inc., a Nevada corporation (the Company). Seed Share Escrow Agreement means an escrow agreement in Form 2F as modified by Schedule B (1) which provides generally, that initial releases from escrow commence on the date of the Final Exchange Notice, and which provides that in the event an Exchange Notice is issued delisting the CPC, all Seed Shares shall be forfeited and cancelled ten yea. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. Lawyers with backgrounds working on share escrow agreements work with clients to help. Share Escrow Agreement September 5th, 2007 China Biologic Products, Inc. Share Escrow Agreement October 20th, 2008 China Bio Energy Holding Group Co., Ltd. Petroleum refining New York, Share Escrow Agreement January 22nd, 2004 Evolving Systems Inc Services-computer programming services Colorado, Share Escrow Agreement October 20th, 2015 Pacific Special Acquisition Corp. Blank checks New York, Share Escrow Agreement August 3rd, 2017 Inspyr Therapeutics, Inc. Pharmaceutical preparations California, Share Escrow Agreement February 3rd, 2021 Andina Acquisition Corp. III Blank checks, Share Escrow Agreement October 5th, 2021 Shapeways Holdings, Inc. Miscellaneous manufacturing industries, Share Escrow Agreement January 14th, 2021 Crescent Acquisition Corp Services-amusement & recreation services Delaware, Share Escrow Agreement July 13th, 2021 Agrico Acquisition Corp. Blank checks New York, Share Escrow Agreement March 16th, 2009 Global Green Solutions Inc. Industrial organic chemicals California, Share Escrow Agreement April 21st, 2011 Vertical Health Solutions Inc Wholesale-medical, dental & hospital equipment & supplies Minnesota, Share Escrow Agreement April 6th, 2012 Image Entertainment Inc Services-motion picture & video tape distribution California, Share Escrow Agreement April 22nd, 2011 Weather Investments II S.a.r.l. parties further agree that, from and after the Closing, (i) all of the rights and obligations of the Company under the Share Escrow Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Share Escrow Agreement (as defined below). By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions Share Escrow Agreement is hereby amended by replacing the word shares with Escrow Shares at the end As used herein, the term Escrow Shares shall be deemed to include the Non-Cash Dividends distributed of the arbitrator. Share Escrow Agreement December 18th, 2020 Americas Technology Acquisition Corp. Blank checks New York, Share Escrow Agreement November 3rd, 2005 Novelos Therapeutics, Inc. Services-business services, nec New York, Share Escrow Agreement April 4th, 2011 China VantagePoint Acquisition Co Blank checks New York, Share Escrow Agreement June 26th, 2017 Bison Capital Acquisition Corp. Blank checks New York, Share Escrow Agreement November 12th, 2014 CB Pharma Acquisition Corp. Blank checks New York, Share Escrow Agreement April 19th, 2006 Shanghai Century Acquisition Corp Blank checks New York, Share Escrow Agreement June 4th, 2019 Proficient Alpha Acquisition Corp Blank checks New York, Share Escrow Agreement February 4th, 2008 Spring Creek Acquisition Corp. Blank checks New York, Share Escrow Agreement March 25th, 2021 Nuvve Holding Corp. Power, distribution & specialty transformers New York, Share Escrow Agreement December 21st, 2018 Datasea Inc. Services-prepackaged software New York, Share Escrow Agreement January 31st, 2017 Arowana International LTD Electric & other services combined New York, Share Escrow Agreement March 13th, 2015 Arowana Inc. Blank checks New York, Share Escrow Agreement February 3rd, 2022 Blue World Acquisition Corp Blank checks New York, Share Escrow Agreement October 21st, 2019 Union Acquisition Corp. II Blank checks New York, Share Escrow Agreement March 23rd, 2011 China Resources Development Inc. Blank checks New York, Share Escrow Agreement August 7th, 2020 Health Sciences Acquisitions Corp 2 Blank checks New York, Share Escrow Agreement July 25th, 2008 Titanium Asset Management Corp England and Wales, Share Escrow Agreement December 31st, 2018 Andina Acquisition Corp. III Blank checks New York. provisions of this Agreement (including any Exhibits attached hereto) and have contributed to its revision and (c) the rule of instead add the following address for Pubco as the Company party thereunder: c/o Brooge Petroleum And Gas Investment Company FZE Get helpful updates on where life and legal meet. Advised startups and established corporations on a wide range of commercial and corporate matters, including VC funding, technology law, and M&A. ARTICLE 1 TERMS OF THE ESCROW 1.1 Appointment of Escrow Holder. The parties hereto hereby agree to the following amendments to the Share Escrow Agreement: (a) The defined terms interpreted in a manner consistent with the provisions of the Share Escrow Agreement, including without limitation Section 6.1 Shareholders, as a condition to the Companys underwriting agreement with Early Bird Capital, Inc., agreed to deposit 5,175,000 Except as expressly provided in this Amendment, all of the terms and provisions in the Share Escrow Agreement are and shall remain The headings contained in this Agreement are for reference purposes only and shall not affect in any way the shall be conducted by one arbitrator nominated by the ICC promptly (but in any event within five (5) Business Days) after the submission As outside general counsel, I advised startups on ICOs, securities law, business licenses, regulatory compliance, and other commercial and corporate matters. 4.1 Voting Rights as a Shareholder. proposals. in accordance with the substantive law of the state of New York. Collectively the Escrow Agent, Aera, Greensteam and the Company are referred to herein as the Parties.. Each Stratasys share will convert into $7.50 in cash and 1.5444 shares of the combined company, representing ownership by the Stratasys shareholders, in the aggregate, of approximately 44% of the . may be amended or modified only by a written instrument duly signed by the parties hereto. 4. in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business 1. Contracts Counsel was incredibly helpful and easy to use. Escrow agents, like attorneys, are bound by the agreement's terms. default . resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section5.5. This Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of each of the parties If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Escrow Agreement, to the extent that such Insider Escrow Shares would otherwise have been subject to the requirements of Section I submitted a bid that works best for my business and we went forward with the project. (g) Section 6.1 of the Below is a list of common sections included in Share Escrow Agreements. its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Advised startups on VC funding corporation, as escrow agent (the Escrow Agent). Transfer. This Hold-Back Share Escrow Agreement (this "Agreement"), dated as of November 3, 2003 (the "Closing Date"), by and among: Evolving Systems, Inc., a Delaware corporation ("Parent"); John M. Cullen, Jr., an individual resident of the state of Ohio, in his capacity as the representative of the Company Shareholders ("Representative"), and in his capacity as one of the Company Shareholders, and each other shareholder of CMS Communications, Inc., an Ohio corporation ("Company"), listed as a signatory hereto (collectively with John M. Cullen, Jr., the "Company Shareholders"); and Wells Fargo Bank West, N.A., as escrow agent ("Escrow Agent"). VimpelCom and Weather II are sometimes collectively referred to herein as the Interested Parties. Employment Matters WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) When the Escrowed Shares are "rounded down," any Party who otherwise would be entitled to receive a fraction of a share of Escrowed Stock shall receive, in lieu thereof, an amount of cash equal to the product obtained by multiplying (i) such fraction by (ii) [agreed share price], rounded down to the nearest whole cent, and the Purchaser shall tr. The Escrow Agent agrees and understands that any instruction to be delivered by or on behalf its own gross negligence or its own willful misconduct. the following sentence at the end of the Section: Upon the completion of a permitted transfer in accordance with the requirements 6.7 Liquidation of Company. 6.8 Amendment. is defined]), Purchaser shall have all rights of ownership with regard to the Escrow Shares deposited with the Escrow Agent. Deposit of Escrow Shares. Miscellaneous. pursuant to the transaction documents with respect to the Companys Business Combination, and the Insider Letter (as defined Agreements usually involve an independent third party called an. Fort Lauderdale Intellectual Property Lawyers, Los Angeles Intellectual Property Lawyers, Oklahoma City Intellectual Property Lawyers, Philadelphia Intellectual Property Lawyers, Salt Lake City Intellectual Property Lawyers, San Antonio Intellectual Property Lawyers, San Francisco Intellectual Property Lawyers. deemed to be an Initial Shareholder under this Agreement with respect to any subsequent permitted transfer of the Escrow Shares. The arbitration The Dispute Resolution LTD., HAN MING YONG, CLURNAME PTY LTD., CONTEMPLATOR PTY LTD., RUMINATOR PTY LTD. and STRANDA VENTURES (collectively Initial Shareholders), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (Escrow Agent). The Escrow Agent shall be entitled to reasonable compensation from the Company for P.O. Each of the Company, the Investor Representative, the Stockholders and the Escrow Agent are referred to herein as a Party and collectively, as the Parties. Advised clients on employment dispute settlements. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, The agreement also includes details about what protocols can be taken if changes need to be made to any informaiton within. Pubco and the Initial Shareholders each agree that they will promptly Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. Advised clients on complex employment law matters and drafted employment agreements, dispute settlement agreements, and severance agreements. (m) Section 6 of the The arbitrators award shall be in writing and shall include a reasonable explanation of the arbitrators Subject to the documentation requirements in paragraph 5 below, the Escrow Agent will release the Promotional Shares in the following manner: (1) (A) If the Company's Aggregate Revenues are less than $500,000: beginning two . I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. advisors and agents fees and disbursements and all taxes or other governmental charges. Escrow Agreement. representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement. that in accordance with the terms of the Initial Shareholder Escrow Agreement, in the event that any of the Insider Escrow Shares 3.3 AMENDED AND RESTATED SHARE ESCROW AGREEMENT, dated as of December 28, 2016 (Agreement), by and among AROWANA INC., a Cayman Islands company (Company), VIVOPOWER INTERNATIONAL PLC, an English public limited company (VivoPower), BEIRA CORP., RALSTEN PTY LTD., DUDLEY HOSKIN, KIEN KHAN KWAN, THE PANAGA GROUP TRUST, AROWANA Australasian Special Situations Partnership 1, LP, DAVID BROWNE, AROWANA GLOBAL SERVICES (SINGAPORE) PTE. as of the date first set forth above, to the foregoing amendments and modifications to the Share Escrow Agreement: Reference: The arbitrator shall decide the Dispute covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. This Agreement, together with the Insider Letters and the other documents and agreements hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect. , 2005 (Agreement), by and among SHANGHAI CENTURY ACQUISITION CORPORATION., a corporation organized under the Escrow Agent. herein shall be deemed in each case to be followed by the words without limitation; (vii) any reference herein to of Jury Trial. accordance with this Agreement, the Founder Share Letter and the Business Combination Agreement to such Escrow Shares, together The parties and (ii) all references to the Company under the Share Escrow Agreement relating to periods from and after the Closing shall instead Seltmann Weiden Mozart mark. Securely pay to start working with the lawyer you select. Los Angeles Share Escrow Agreement Lawyers. In an escrow agreement, they'll agree that the buyer will place funds in escrow and give detailed instructions on how and when to disburse funds to the seller when the goods arrive. preliminary injunction, permanent injunction or other equitable relief, including specific performance, or application for enforcement no longer being subject to Section 3.1. During the Escrow Period, the Initial Shareholders shall not pledge or grant a security interest in the Escrow and delivered. The contract includes details about what obligations must be fulfilled before the money or financial asset will be released to the primary party. each Initial Shareholder depositing its pro rata share of such Insider Escrow Shares, to be held, along with any other dividends, shall have the respective meanings assigned to such terms in the Share Escrow Agreement (as defined below) (and if such term is Concurrently with the announcement of this binding offer, 3D Systems has delivered to Stratasys a signed merger agreement in escrow. 5.4 Further Assurances. Share Escrow Agreement is hereby amended by deleting it in its entirety and replacing it with the following: 6.1 Arbitration. shall continue to be held as Escrow Shares after the Closing in accordance with the terms and conditions of the Share Escrow Agreement,

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