Common use of Administration of Share Escrow Account Clause in Contracts

Administration of Share Escrow Account. The Escrow Agent shall administer the Share Escrow Account as follows: (a) In the event that the Warranted Pre-Tax Profit exceeds the Actual Pre-Tax Profit for the Year (or the Alternative Year, if applicable), the Purchase Price shall be reduced by the number of Purchaser Shares equal to the Profit Shortfall Adjustment, subject to the Adjustment Floor. In such event, Purchaser or Acquisition Sub and the Shareholder Representatives shall provide written notice to the Escrow Agent of the amount of the Profit Shortfall Adjustment, and the Escrow Agent shall transfer, deliver and assign to Purchaser such number of Escrowed Shares held in the Share Escrow Account which have a Fair Market Value equal to the Profit Shortfall Adjustment (or such lesser number of Purchaser Shares as is then held in the Share Escrow Account). The Fair Market Value of the Escrowed Shares to be distributed shall be determined in accordance with Section 7 hereof. (b) On the first anniversary of the Closing Date (or if the Alternative Year is elected, at the end of the Alternative Year), the Escrow Agent shall distribute to the Company Shareholders, in accordance with Sections 6(a) and (b) below, one half of the Escrowed Shares remaining in the Share Escrow Account not required for redistribution pursuant to Section 5(a) hereof. Any Escrowed Shares remaining in the Share Escrow Account after payment of the Profit Shortfall Adjustment amount as set forth in subsection (a) above, shall be distributed to the Company Shareholders pursuant to Sections 6(a) and (b) hereof. (c) In the event that the Profit Shortfall Adjustment exceeds the number of Escrowed Shares available, Purchaser's recovery of Purchaser Shares pursuant to Section 1.3 of the Merger Agreement shall not be limited to the amount of Escrowed Shares available.

Administration of Share Escrow Account. The Escrow Agent shall administer the Share Escrow Account as follows: (a) In the event that the Warranted Pre-Tax Profit exceeds the Actual Pre-Tax Profit for the Year (or the Alternative Year, if applicable), the Purchase Price shall be reduced by the number of Purchaser Shares equal to the Profit Shortfall Adjustment, subject to the Adjustment Floor. In such event, Purchaser or Acquisition Sub and the Company Shareholder Representatives shall provide written notice to the Escrow Agent of the amount of the Profit Shortfall Adjustment, and the Escrow Agent shall transfer, deliver and assign to Purchaser such number of Escrowed Shares held in the Share Escrow Account which have a Fair Market Value equal to the Profit Shortfall Adjustment (or such lesser number of Purchaser Shares as is then held in the Share Escrow Account). The Fair Market Value of the Escrowed Shares to be distributed shall be determined in accordance with Section 7 hereof. (b) On the first anniversary of the Closing Date (or if the Alternative Year is elected, at the end of the Alternative Year), the Escrow Agent shall distribute to the Company ShareholdersShareholder, in accordance with Sections 6(a) and (b) below, one half of the Escrowed Shares remaining in the Share Escrow Account not required for redistribution pursuant to Section 5(a) hereof. Any Escrowed Shares remaining in the Share Escrow Account after payment of the Profit Shortfall Adjustment amount as set forth in subsection (a) above, shall be distributed to the Company Shareholders Shareholder pursuant to Sections 6(a) and (b) hereof. (c) In the event that the Profit Shortfall Adjustment exceeds the number of Escrowed Shares available, Purchaser's recovery of Purchaser Shares pursuant to Section 1.3 of the Merger Agreement shall not be limited to the amount of Escrowed Shares Share available.

Administration of Share Escrow Account. The Escrow Agent shall administer the Share Escrow Account as follows: (a) In the event that the Warranted Pre-Tax Profit exceeds the Actual Pre-Tax Profit for the Year (or the Alternative Year, if applicable), the Purchase Price shall be reduced by the number of Purchaser Shares equal to the Profit Shortfall Adjustment, subject to the Adjustment Floor. In such event, Purchaser or Acquisition Sub and the Shareholder Representatives Representative shall provide written notice to the Escrow Agent of the amount of the Profit Shortfall Adjustment, and the Escrow Agent shall transfer, deliver and assign to Purchaser such number of Escrowed Shares held in the Share Escrow Account which have a Fair Market Value equal to the Profit Shortfall Adjustment (or such lesser number of Purchaser Shares as is then held in the Share Escrow Account). The Fair Market Value of the Escrowed Shares to be distributed shall be determined in accordance with Section 7 hereof. (b) On the first anniversary of the Closing Date (or if the Alternative Year is elected, at the end of the Alternative Year), the Escrow Agent shall distribute to the Company Shareholders, in accordance with Sections 6(a) and (b) below, one half of the Escrowed Shares remaining in the Share Escrow Account not required for redistribution pursuant to Section 5(a) hereof. Any Escrowed Shares remaining in the Share Escrow Account after payment of the Profit Shortfall Adjustment amount as set forth in subsection (a) above, shall be distributed to the Company Shareholders pursuant to Sections 6(a) and (b) hereof. (c) In the event that the Profit Shortfall Adjustment exceeds the number of Escrowed Shares available, Purchaser's recovery of Purchaser Shares pursuant to Section 1.3 of the Merger Agreement shall not be limited to the amount of Escrowed Shares available.