Common use of Adjustment of Escrow Shares Clause in Contracts

Adjustment of Escrow Shares. The number of Escrow Shares subject to --------------------------- this Agreement shall be adjusted from time to time, as follows: If, between the date of this Agreement and the Final Distribution Date, Acquiror shall be entitled to be indemnified pursuant to an Indemnification Claim under Article 11 of the Merger Agreement, then Acquiror shall deliver to the Indemnitor Representative a notice thereof (a "Notice of Indemnification Obligation"), and Acquiror and the Indemnitor Representative shall agree in writing on the dollar amount owed by the Shareholders pursuant to such Indemnification Claim (the "Indemnification Amount"); or upon determination by an arbitration award or by any other final adjudication, then upon execution by the parties of the agreement or upon determination by an arbitration award or by any other final adjudication setting forth the Indemnification Amount, Acquiror shall (A) issue (or cause to be issued) new stock certificates (the "Replacement Certificates") in the respective names of the Shareholders representing, in each case, the number of shares of Acquiror Common Stock equal to the product of (i) the difference between (x) the number of Escrow Shares (the "Claim Shares") in escrow immediately prior to such Notice of Indemnification Obligation minus (y) the quotient (rounded to the next highest whole number) obtained by dividing the Indemnification Amount by the Closing Price, and (ii) each such Shareholder's Percentage Interest; (B) cancel the Acquiror Common Stock certificates representing the Claim Shares held in escrow immediately prior to delivery of the Notice of Indemnification Obligation (such certificates, the "Old Certificates"), and (C) deliver the Replacement Certificates to the Escrow Agent to hold in escrow pursuant to this Agreement. Upon the issuance of any Replacement Certificates, the shares represented by such Replacement Certificates shall be deemed to be "Escrow Shares" for all purposes of this Agreement.

Adjustment of Escrow Shares. [ADJUST LANGUAGE IF 2 TRANCHES REMAIN.] --------------------------- The number of Escrow Shares subject to --------------------------- this Agreement shall be adjusted from time to time, as follows: If, between the date of this Agreement and the Final Distribution Date, Acquiror shall be entitled to be indemnified pursuant to an Indemnification Claim under Article 11 of the Merger Agreement, then Acquiror shall deliver to the Indemnitor Representative a notice thereof (a "Notice of Indemnification Obligation"), and if Acquiror and the Indemnitor Representative shall agree in writing on the dollar amount owed by the Shareholders pursuant to such Indemnification Claim (the "Indemnification Amount"); ) or upon determination of the amount of such Indemnification Claim by an arbitration award or by any other final adjudication, as applicable; then upon execution by the parties of the agreement agreement, or upon determination by an issuance of such arbitration award or by any other final adjudication adjudication, setting forth the Indemnification Amount, Acquiror shall (A) issue (or cause to be issued) new stock certificates (the "Replacement Certificates") in the respective names of the Shareholders representing, in each case, the number of shares of Acquiror Common Stock equal to the product of (i) the difference between (x) the number of Escrow Shares (the "Claim Shares") in escrow immediately prior to such Notice of Indemnification Obligation minus (y) the quotient (rounded to the next highest whole number) obtained by dividing the Indemnification Amount by the Closing Price, and (ii) each such Shareholder's Percentage Interest; provided, however, that solely to the extent the Indemnification Amount relates to an Indemnification Claim the liability for which is several with respect to any Shareholder (the "Liable Shareholder"), the foregoing calculation shall be performed only with respect to the Liable Shareholder, and for purposes of the foregoing calculation, the Claim Shares shall consist only of those Escrow Shares registered in the name of the Liable Shareholder and the Liable Shareholder's Percentage Interest shall be deemed to be 100%, (B) cancel the Acquiror Common Stock certificates representing the Claim Shares Shares, as determined in accordance with the proviso set forth in clause (A), if applicable, held in escrow immediately prior to delivery of the Notice of Indemnification Obligation (such certificates, the "Old Certificates"), and (C) deliver the Replacement Certificates to the Escrow Agent to hold in escrow pursuant to this Agreement. Upon the issuance of any Replacement Certificates, the shares represented by such Replacement Certificates shall be deemed to be "Escrow Shares" for all purposes of this Agreement.

Adjustment of Escrow Shares. (a) The number of Escrow Shares subject to --------------------------- this Agreement shall be adjusted from time to time, as follows: If, between the date of this Agreement and the Final Distribution Date, Acquiror Premiere shall be entitled to be indemnified pursuant to an Indemnification Claim under Article 11 7 of the Merger Purchase Agreement, then Acquiror Premiere shall deliver to the Indemnitor Representative and the Escrow Agent a notice thereof (a "Notice of Indemnification Obligation"), and Acquiror Premiere and the Indemnitor Representative shall agree in writing on the dollar amount owed by the Shareholders Members pursuant to such Indemnification Claim (the "Indemnification Amount"); . The Indemnification Amount shall consist of the "CMG Indemnification Amount," representing CMG's obligation, if any, with respect to the Indemnification Amount pursuant to Section 7 of the Purchase Agreement, and the "Other Indemnitors' Indemnification Amount," representing the Other Indemnitors' obligation, if any, with respect to the Indemnification Amount. Section 7 of the Purchase Agreement shall in each case govern as to the priority of any Indemnitor's obligation to pay an Indemnification Amount or upon determination the share to be paid by an arbitration award or by any other final adjudicationsuch Indemnitor, then upon if any. In no event shall the respective indemnification obligations of CMG and of the Other Indemnitors exceed the amounts set forth in Section 7.2(d) of the Purchase Agreement. Upon execution by the parties of the agreement or upon determination by an arbitration award or by any other final adjudication setting forth the Indemnification Amount, Acquiror (including the CMG Indemnification Amount, if any, and the Other Indemnitors' Indemnification Amount, if any) Premiere shall (A) issue (or cause and deliver to be issued) the Escrow Agent new stock certificates (the "Replacement Certificates") in the respective names of the Shareholders representingMembers in accordance with Section 3.2(b) hereof, in each case, the number of shares of Acquiror Common Stock equal to the product of (i) the difference between (x) the number of Escrow Shares (the "Claim Shares") in escrow immediately prior to such Notice of Indemnification Obligation minus (y) the quotient (rounded to the next highest whole number) obtained by dividing the Indemnification Amount by the Closing Price, and (ii) each such Shareholder's Percentage Interest; (B) cancel the Acquiror Premiere Common Stock certificates representing the Claim Escrow Shares held in escrow immediately prior to delivery of the Notice of Indemnification Obligation (such certificates, the "Old Certificates"), and (C) deliver the Replacement Certificates to direct the Escrow Agent to hold the Replacement Certificates in escrow pursuant to this Agreement. Upon the issuance of any Replacement Certificates, the shares represented by such Replacement Certificates shall be deemed to be "Escrow Shares" for all purposes of this Agreement.

Adjustment of Escrow Shares. The number of Escrow Shares subject to --------------------------- this Agreement shall be adjusted from time to time, as follows: If, between the date of this Agreement and the Final Distribution Date, Acquiror Premiere shall be entitled to be indemnified pursuant to an Indemnification Claim under Article 11 Section 8 of the Merger Acquisition Agreement, then Acquiror Premiere shall deliver to the Indemnitor Shareholder Representative a notice thereof (a "Notice of Indemnification Obligation"), and Acquiror Premiere and the Indemnitor Shareholder Representative shall agree in writing on the dollar amount owed by the Shareholders pursuant to such Indemnification Claim (the "Indemnification Amount"); or upon determination by an arbitration award or by any other final adjudication, then upon . Upon execution by the parties of the agreement or upon determination by an arbitration award or by any other final adjudication setting forth the Indemnification Amount, Acquiror Premiere shall (A) if the Indemnification Claim is under Section 8.1 of the Acquisition Agreement, for each Shareholder obligated to indemnify Premiere, issue (or cause to be issued) a new stock certificates certificate (the a "Replacement CertificatesCertificate") in the name of such Shareholder and in the number of shares of Premiere Common Stock equal to the difference between (a) the product of (I) the total number of Escrow Shares held in escrow and (II) such Shareholder's Percentage Interest, minus (b) the product (rounded to the next highest whole number) of (III) the quotient obtained by dividing the Indemnification Amount by the Value Per Share and (IV) such Shareholder's Percentage Liability, (B) if the Indemnification Claim is under Section 8.2 of the Acquisition Agreement, new Replacement Certificates in the respective names of the Shareholders representing, in each case, the number of shares of Acquiror Premiere Common Stock equal to the product of (i) the difference between (x) the number of Escrow Shares (the "Claim Shares") in escrow immediately prior to such Notice of Indemnification Obligation minus (y) the quotient (rounded to the next highest whole number) obtained by dividing the Indemnification Amount by the Closing PriceValue Per Share, and (ii) each such Shareholder's Percentage Interest; , (B) cancel the Acquiror Premiere Common Stock certificates representing the Claim Escrow Shares held in escrow and owned by Shareholders obligated to indemnify Premiere under Section 8 of the Acquisition Agreement immediately prior to delivery of the Notice of Indemnification Obligation (such certificates, the "Old Certificates"), and (CD) deliver the Escrow Agent shall hold the Replacement Certificates to the Escrow Agent to hold in escrow pursuant to this Agreement. Upon the issuance of any Replacement Certificates, the shares represented by such Replacement Certificates shall be deemed to be "Escrow Shares" for all purposes of this Agreement.