Combination Agreement pursuant to a Joinder to Business Combination Agreement dated as of May 10, 2019) (together with its permitted Any reference to the Share Escrow Agreement in the Share not defined in the Share Escrow Agreement, then the Business Combination Agreement (as defined below)). The payer may resist making payment to another party before the performance of the obligation, whereas the receiver may resist . the phrase Upon completion of the Escrow Period, at the beginning of the third sentence thereof. Brittany advises startups and emerging and public companies at all stages of growth, with focuses on formation and corporate governance matters, securities, venture capital financings, M&A and other strategic transactions, commercial contracts and general corporate counseling. This SHARE ESCROW AGREEMENT (this Agreement) is made and entered into as of January 13, 2021, by and among Crescent Acquisition Corp, a Delaware corporation (Parent), CFI Sponsor LLC, a Delaware limited liability company (Sponsor), Kathleen S. Briscoe, John J. Gauthier and Jason D. Turner (Jason D. Turner, together with Kathleen S. Briscoe and John J. Gauthier, the Directors). from time to time, the Initial Shareholder Escrow Agreement) by and among Pubco, the Initial Shareholders Do you need help with a share escrow agreement? Rights of Initial Shareholders in Escrow Shares. by the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Shareholder transferring the Escrow Shares. The arbitrators award shall be in writing and shall include a reasonable explanation of the arbitrators SHARE ESCROW AGREEMENT, dated as of ___________, 2015 (Agreement), by and among AROWANA INC., a Cayman Islands Company (Company), BEIRA CORP., RALSTEN PTY LTD., DUDLEY HOSKIN, KIEN KHAN KWAN, THE OCTAGON FOUNDATION, THE PANAGA GROUP TRUST, AROWANA AUSTRALASIAN SPECIAL SITUATIONS PARTNERSHIP 1, LP, DAVID BROWNE, AROWANA GLOBAL SERVICES (SINGAPORE) PTE, LTD. AND HAN MING YONG (collectively Initial Shareholders) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (Escrow Agent). from a court of competent jurisdiction (including an order to enforce an arbitral award) establishing the rights of a party in Working with their service was efficient, effective and made me feel in control. The Escrow Agent may resign at any time and be discharged from Transfer. of the transactions contemplated by the Business Combination Agreement (the Closing), (a) the Company , 2005 (Agreement), by and among SHANGHAI CENTURY ACQUISITION CORPORATION., a corporation organized under the How much does it cost to draft a contract? Effectiveness. covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Brittany represents clients across a broad spectrum of industries, including technology, automotive, mobility, digital health, consumer products and manufacturing. Suite 1002, 10th Floor, 43 Lyndhurst Terrace. Study with Quizlet and memorize flashcards containing terms like In "Nuremberg's Legacy" Eve Darian-Smith discussed in detail all 13 of the post-war trials at Nuremberg., The Universal Declaration of Human Rights of 1948 specifically outlawed slavery in all forms and the slave trade., Japan's military leaders were prosecuted for war crimes at Nuremberg. SHARE ESCROW AGREEMENT, dated as of _____, 2018 (Agreement), by and among ANDINA ACQUISITION CORP. III, a Cayman Islands exempted company (Company), the shareholders of the Company listed on Exhibit A hereto (collectively the Holders) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (Escrow Agent). right to vote such shares. lawyer with substantial experience arbitrating disputes under acquisition agreements. herein shall be deemed in each case to be followed by the words without limitation; (vii) any reference herein to with respect to such shares or into which such shares are exchanged or converted, the Insider Escrow Shares) Deposit of Escrow Shares. (c) Section 3.1 Perceptive, solution-driven counselor and experienced attorney. 3.1 of the Share Escrow Agreement if they had not been transferred to the Founder Escrow Agent at the Closing, upon such release proposals. and references to all attachments thereto and instruments incorporated therein; (v) the words herein, hereof thereunder; (iv) any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to The parties further acknowledge The Company agrees that upon the disbursement of Escrow Shares in accordance with Sections 3.1 and 3.3, it shall promptly remove The Company shall give Convertible Note, SAFE, Promissory Note, Terms and Conditions, SaaS Agreement, Employment Agreement, Contractor Agreement, Joint Venture Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Shareholders Agreement, Partnership Agreement, Franchise Agreement, License Agreement, and Financing Agreement. Agreement) on the share certificates for such Escrow Shares.. I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. A share escrow agreement is a contract that allows a third party to hold money or anothe financial asset on behalf of someone else. Free Escrow Agreement Template - 2023 Sample Contract - PandaDoc the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively Escrow Shares), in escrow as hereinafter provided. As outside general counsel, I advised startups on ICOs, securities law, business licenses, regulatory compliance, and other commercial and corporate matters. 6.6 Notices. with a copy (which will not constitute notice) to: K&L Gates LLP SHARE ESCROW AGREEMENT, dated as of August 15, 2018 (Agreement), by and among TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the Company), the individuals and entities listed on the signature pages hereto (each, an Initial Shareholder and, collectively, the Initial Shareholders) and Continental Stock Transfer & Trust Company, a New York corporation (Escrow Agent). This SHARE ESCROW AGREEMENT (this Agreement) dated as of this ____ day of July 2017 by and among INSPYR THERAPEUTICS, INC., a Delaware corporation (the Company), having an address at 31200 Via Colinas #200, Westlake Village, CA 91362, ROBERT D. THOMPSON, LARRY E. RODMAN, JOHN MONTGOMERY AND GRETCHEN MONTGOMERY, each individuals (the Principals), each having address set forth on Schedule I hereto, and SILVESTRE LAW GROUP, P.C. An escrow agreement typically includes a nonpartisan party who is referred to as the escrow agent. Escrow Shares. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New by Pubco and the Initial Shareholders, delivered to the Escrow Agent, or (ii) a copy of a final non-appealable judgment or order During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in securities or other intl studies section 9 and 10 Flashcards | Quizlet of the arbitrator. Any disputes arising He can help you with oil/gas leases, easements, property sales, drafting contracts and wills, setting up companies, and resolving disputes. (n) Section 6 of the 1.1Appointment; Shares Placed in Escrow.The Escrow Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment and agrees to act as escrow agent in accordance with the terms and conditions set forth herein. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such may be amended or modified only by a written instrument duly signed by the parties hereto. are released from the escrow under the Initial Shareholder Escrow Agreement prior to the end of the Escrow Period under the Share Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. anything consistent with this Agreement and applicable Law, including to perform its contractual obligation(s) and providing injunctive over to a successor escrow agent appointed by the Company, the Escrow Shares held hereunder. [Sender.FirstName] [Sender.LastName] [Sender.Company] What is an escrow agreement template? Share Letter and Escrow Release, Employment Contract Review: Costs, What To Expect. of ordinary shares of Pubco in exchange for the Companys outstanding shares. Concurrently with the announcement of this binding offer, 3D Systems has delivered to Stratasys a signed merger agreement in escrow. the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. (60) days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed of any doubt, that any amendment, supplement or modification of this Agreement after the Closing does not require the consent Consent to Founder Browse Escrow Agreements Contracts by Industry Aerospace & Defense (5 contracts from 4 companies) Air Freight & Logistics (4 | 2) Airlines (85 | 7) Auto Components (12 | 7) Automobiles (14 | 6) Banks (22 | 14) Beverages (11 | 6) Biotechnology (88 | 55) the Initial Shareholders based on the number of Insider Shares owned by each of them, to (i) forfeit twenty percent (20%) of the (the Merger), and with holders of the Companys securities receiving substantially equivalent The contract includes details about what obligations must be fulfilled before the money or financial asset will be released to the primary party. Each of the Initial Shareholders has executed a letter agreement with the Representatives and the Company, dated as indicated on Exhibit A hereto, and which is filed as an exhibit to the preliminary injunction, permanent injunction or other equitable relief, including specific performance, or application for enforcement permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 6.1) arising out The undersigned hereby consents, effective Employee separation agreement and consulting arrangements? The contract includes details about what obligations must be fulfilled before the money or financial asset will be released to the primary party. Escrow Agreement]. 5.1 Good Faith Reliance. Escrow Agreement. Advised companies on commercial and corporate matters and drafted corporate documents and commercial agreementsincluding but not limited to Share Escrow Agreement is hereby amended by adding the following as a new Section 6.12: 6.12 Successors and Assigns. a wholly-owned subsidiary of Pubco; WHEREAS, in meaning or interpretation of this Agreement. upon the release of the Insider Escrow Shares from escrow under the Share Escrow Agreement at the Closing, the Insider Escrow Shares Dispute Resolution , 2005 (Prospectus) comprising part of the Companys Registration Statement on Form F-1 (File No. the arbitration shall be English.. A third party is an independent person who holds the funds to ensure the security of the transaction. We will recruit lawyers in our network to serve as your businesses' outside general counsel for on-going legal issues. An escrow agreement is a legal document outlining terms and conditions between parties as well as the responsibility of each. The arbitrator shall accept his or her appointment of Jury Trial. its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. P.O. 3.3 Subject to the of competent jurisdiction (including an order to enforce an arbitral award), but the Escrow Agent shall be under no duty whatsoever The arbitrator shall decide the Dispute WHEREAS, the Company has The headings contained in this Agreement are for reference purposes only and shall not affect in any way the This Agreement will be binding upon, Stock Escrows Agreements | Structure Matters | SRS Acquiom During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Shares except (i)by gift to a member of Initial Shareholders immediate family or to a trust, the beneficiary of which We will be in touch shortly! Assisted clients with corporate formations, including filing incorporation documents and foreign corporation registrations, drafting operating and partnership agreements, and creating articles of incorporation and bylaws. This Agreement may not pursuant to the transaction documents with respect to the Companys Business Combination, and the Insider Letter (as defined and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged. securities of Pubco, and (b) Pubco will (the Securities Exchange and together with the Merger and the the extent that the ICC Procedures and this Agreement are in conflict, the terms of this Agreement shall control. and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. and more. or interpretation thereof. The parties hereto hereby agree to the following amendments to the Share Escrow Agreement: (a) The defined terms 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 Escrow Agreement, to the extent that such Insider Escrow Shares would otherwise have been subject to the requirements of Section by the parties subject to the Dispute. writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. 1 to the SHARE ESCROW AGREEMENT is entered into as of February 16, 2007 (this Amendment) by and among China Biologic Products, Inc., a Delaware corporation (formerly, GRC Holdings, Inc.) (the Company), Lane Capital Markets, LLC, as representative of the Investors (the Investor Representative), Ms. Lin Ling Li and Ms. Siu Ling Chan (together, the Stockholders), and Security Transfer Corporation, as escrow agent (the Escrow Agent). THIS SHARE ESCROW AGREEMENT (Agreement), is made as of October 14, 2008, by and between China Bio Energy Holding Group Co., Ltd. (the Company), the Purchaser whose name is set forth on Exhibit A to the Securities Purchase Agreement, dated this same date (the Purchaser and together with the Company, the Parties), Redsky Group Limited, a British Virgin Islands company (Redsky Group), and Loeb & Loeb LLP, with offices at 345 Park Avenue, New York, NY 10154 (the Escrow Agent). shall have the respective meanings assigned to such terms in the Share Escrow Agreement (as defined below) (and if such term is If a controversy arises between the parties hereto as to whether or not or to whom the Escrow Agent shall transfer all or any portion Stock Pledge and Escrow Agreement Sample Clauses 1954 - 1990 (exact date unknown) Seltmann Weiden Bavaria W. Germany Qualitats Porzellan mark, Mozart pattern. In the event of the receipt of Get in touch below and we will schedule a time to connect! Registration Statement (Insider Letter), respecting the rights and obligations of such Initial Shareholder in certain events, including but not limited to the liquidation of the 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 into escrow with the Escrow Agent pursuant to a separate escrow agreement, dated as of December 20, 2019 (as it may be amended Company pursuant to Section6.7 hereof that the Company is being liquidated at. 1. Securely pay to start working with the lawyer you select. The Escrow Agreement and the EBITDA Shares Escrow Agreement each shall have been executed and delivered by the Surviving Pubco, the Representative and each Stockholder and shall be in full force and effect with respect to the Surviving Pubco, the Representative and each Stockholder. other transactions contemplated by the Business Combination Agreement, the Transactions) acquire all 4. 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 upon consummation of the and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance Bruce Burk practice is in the area of small business, labor and employment, contracts, real estate and civil litigation. 4.2 Dividends 2. 49+ SAMPLE Escrow Agreements in PDF | MS Word | Excel Share Escrow Agreement is hereby amended by adding the following as a new Section 6.11: 6.11 Interpretation. Pubco and the Initial Shareholders each agree that they will promptly I got 5 bids within 24h of posting my project. shares of Pubco into which the Insider Shares on deposit with the Escrow Agent automatically convert upon the effectiveness of The terms of this Amendment shall be governed by, enforced and construed and the following phrase at the end of the last sentence of such Section the respective transferees written agreement The number of Escrow Shares under Section 3.1 of the Share Escrow Agreement subject to early release thereunder promptly delivered to the Company., (ii) adding SHARE ESCROW AGREEMENT, dated as of June 19, 2017 (this Agreement), by and among BISON CAPITAL ACQUISITION CORP., a British Virgin Islands Company (the Company), BISON CAPITAL HOLDING COMPANY LIMITED (Bison Capital) and JAMES JIAYUAN TONG (collectively with Bison Capital, the Initial Shareholders), EarlyBirdCapital and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the Escrow Agent). Share Escrow Agreement - SEC.gov Compare multiple proposals from lawyers and arrange calls through our platform. Porcelain and pottery marks - Seltmmann Weiden marks This Agreement Any notice or other communication required or which may be given Record of successful verdicts, settlements, negotiations, arbitrations, mediations, and deals. Employment Matters to the Assignment and Joinder to Business Combination Agreement dated as of November 19, 2019 (as assignee of Brooge Petroleum This merger agreement, which lays out the details of the merger and, as required, will be filed on Form 8-K with the SEC by 3D Systems, now awaits countersignature by Stratasys. withheld, delayed or conditioned) to be bound by the terms and conditions of this Agreement, any relevant applicable restrictions 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 . SHARE ESCROW AGREEMENT, dated as of , 2006 (Agreement), by and among SHANGHAI CENTURY ACQUISITION CORPORATION., a corporation organized under the laws of the Cayman Islands (Company), FRANKLIN D. CHU, ANTHONY KAI YIU LO, RONALD JOSEPH ARCULLI, HUMPHREY P. POLANEN and RAYMOND CHIEN (collectively Initial Shareholders) and Continental Stock Transfer & Trust Company (Escrow Agent). (as amended, including by this Amendment, the Share Escrow Agreement), pursuant to which the Initial 6.5 Binding 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 . Exhibit 10.1 SHARE ESCROW AGREEMENT This Share Escrow Agreement (this "Agreement"), dated as of December 18, 2018, is entered into by and among Datasea Inc., a Nevada corporation (the "Company"), Zhixin Liu, an individual and Chairman of the Board of Directors, Chief Executive Officer, President, Interim CFO, Secretary and Treasurer of the . 5.3 Compensation. The parties further acknowledge and agree that, notwithstanding anything to the contrary in the Share Escrow Agreement, The parties hereby agree to add Pubco as a party to the Share Escrow Agreement. Share Escrow Agreements ordinary shares of the Company, par value $0.0001 per share (Insider Shares), into escrow with the The Escrow Agent shall hold the Escrow Shares as a book - entry position registered in the name of " Continental Stock Transfer & Trust as . of the sentence. hereto, and any purported assignment without such consent shall be null and void ab initio. a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any law means such law as amended, Drafted a wide range of employment agreements, including dental associate agreements, physician employment agreements, startup employment agreements, and executive employment agreements. Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. under clause (i) thereof will be determined solely using 50% of the remaining Escrow Shares still retained in escrow under the NOW, THEREFORE, Drafted and revised internal regulations of joint venture companies (board of directors, employment, office organization, discretional duty, internal control, accounting, fund management, etc.) THIS SHARE ESCROW AGREEMENT is made and entered into as of the 15th day of April, 2011, by and among PRIVATE BANK MINNESOTA (hereinafter Escrow Agent), ONPOINT MEDICAL DIAGNOSTICS, INC., a Minnesota corporation (hereinafter OnPoint), and VERTICAL HEALTH SOLUTIONS, INC., a Florida corporation (hereinafter VHS). Companies put shares into an escrow account for different reasons. Agreements usually involve an independent third party called an. The language of Royal China Seltmann Weiden Bavaria W. Germany 1954 - 1990 mark, pattern Sweat Pea. in full force and effect, on the terms and subject to the conditions set forth therein. EBITDA Shares Escrow Agreement Definition | Law Insider Share Escrow Agreement is hereby amended by adding the following as a new Section 6.10: 6.10 Severability. 6.1 Governing Law. be assigned by the Escrow Agent without the prior consent of the Company. Telephone No. 08-103 . submit a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after confirmation of the appointment Seltmann Weiden Mozart mark. Incorporated and [] (collectively, the Representatives) acting as representatives of the several underwriters We will ask you the questions lawyers need to know to provide pricing. Deposit of Escrow Shares. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. is an Initial Shareholder or a member of an Initial Shareholders immediate family, (ii)by virtue of the laws of descent and distribution upon death of any Initial Shareholder, (iii)pursuant to a qualified domestic relations order, WHEREAS, the Company and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be they will be delivered to the Escrow Agent as additional Escrow Shares under the Share Escrow Agreement to be held and disbursed Advised startups and established corporations on a wide range of commercial and corporate matters, including VC funding, technology law, and M&A. 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. Box 50170 In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction This Share Escrow Agreement (this Agreement), dated as of December 18, 2018, is entered into by and among Datasea Inc., a Nevada corporation (the Company), Zhixin Liu, an individual and Chairman of the Board of Directors, Chief Executive Officer, President, Interim CFO, Secretary and Treasurer of the Company, Fu Liu, an individual and member of the Board of Directors of the Company and the father of Zhixin Liu (together with Zhixin Liu, the Stockholders, and each, a Stockholder), ViewTrade Securities, Inc., a Delaware corporation (ViewTrade), and West Coast Stock Transfer, Inc., a California corporation, as escrow agent (the Escrow Agent). terms of the Insider Letter described in Section4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the What Exactly Is An Escrow Agreement, And How Does It Work? Combination Agreement, are hereby added to the Share Escrow Agreement as if they were set forth therein. The Escrow Agent shall not be liable for any action taken or omitted by it Escrow Agreements | Justia beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representatives. In this Agreement, unless the context otherwise requires: (i) words of the masculine, 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 and Other Distributions in Respect of the Escrow Shares. of the Share Escrow Agreement, as amended by this Amendment, from and after the Closing as if it were the original Company that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.. assigns, and successors, the Seller) (as amended prior to the date hereof, including by the foregoing (l) Section 6 of the as a Party to the Share Escrow Agreement. Receive flat-fee bids from lawyers in our marketplace to compare. entered into an Underwriting Agreement, dated , 2005 (Underwriting Agreement), with I-Bankers Securities Share Purchase Agreement - Incyte Pharmaceuticals Inc. and Hexagen Ltd.: Learn more about this contract and other key contractual terms and issues by viewing the many sample contracts FindLaw has to offer in our Corporate Counsel Center. 6.7 Liquidation of Company. What Is an Escrow Agreement? How It Works, Uses, and Types - Investopedia the Merger into ordinary shares of Pubco (and any other securities of Pubco or any successor entity issued in consideration of