Common use of Allocation of Escrow Clause in Contracts

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i), if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the Merger Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i), if If any portion of the consideration payable to the stockholders of the Corporation upon a Deemed Liquidation Event is placed into escrow and/or or is payable to the stockholders of the Corporation subject to contingencies, the Merger Deemed Liquidation Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and or not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections Sections 2.1 and 2.2 of this Statement of Designations as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event Event, and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections Sections 2.1 and 2.2 of this Statement of Designations after taking into account the previous payment out of the Initial Consideration as part of the same transaction.

Allocation of Escrow. In the event case of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i)Event, if any portion of the consideration payable to the stockholders shareholders of the Corporation is placed into escrow and/or is payable to the stockholders shareholders of the Corporation subject to contingenciescontingencies or is otherwise paid on a deferred basis, the Merger Transaction Agreement shall provide that (a1) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 3(a) through 3(d) above as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b2) any additional consideration which becomes payable to the stockholders shareholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 3(a) through 3(c) above after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Allocation of Escrow. In the event case of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i)Event, if any portion of the consideration payable to the stockholders of the Corporation this corporation is placed into escrow and/or is payable to the stockholders of the Corporation this corporation subject to contingencies, the Merger Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation this corporation in accordance with Subsections 2.1 subsections 2(a) and 2.2 (b) above as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation this corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation this corporation in accordance with Subsections 2.1 subsections 2(a) and 2.2 (b) above after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i), if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the Merger Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation or the acquiring entities upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i)Event, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the Merger Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 5.1 and 2.2 5.2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 5.1 and 2.2 5.2 after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Subsection Section 2.3.1(a)(i), if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or or is payable to the stockholders of the Corporation subject to contingencies, the Merger Agreement shall will provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall will be allocated among the holders of capital stock of the Corporation in accordance with Subsections Sections 2.1 and 2.2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which that becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall will be allocated among the holders of capital stock of the Corporation in accordance with Subsections Sections 2.1 and 2.2 after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Allocation of Escrow. In the event case of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i)2.5.1 above, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the Merger Agreement merger agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 2.1, 2.2, 2.3 and 2.2 2.4 above as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 2.1, 2.2, 2.3 and 2.2 2.4 above after taking into account the previous payment of the Initial Consideration as part of the same transaction. The result of this approach is that, for certain transactions, the portion of the transaction consideration that is subject to an escrow or other contingencies may be allocated disproportionately.

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i), if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the Merger Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections Sections 2.1 and 2.2 after taking into account the previous payment of the Initial Consideration as part of the same transaction.