Common use of Cancellation of Escrow Shares Clause in Contracts

Cancellation of Escrow Shares. If Parent does not have an effective resale registration statement on Form S-1 on file with the SEC with respect to the Consideration Shares (an “Effective Form S-1”) on or prior to the Initial Lock-Up Expiration Date, each Seller shall have the right to cause Parent to cancel all or any portion of such Seller’s Escrow Shares if Seller has delivered to Parent a signed and completed Cancellation Notice at least twenty (20) Business Days prior to the expiration of the lock-up period applicable to such Escrow Shares (i.e. the six (6) month anniversary of the Closing Date) (the “Initial Lock-Up Expiration Date”). For the avoidance of doubt, if Parent has an Effective Form S-1 on or prior to the Initial Lock-Up Expiration Date, (i) each Seller’s Escrow Shares shall be released from escrow on the Initial Lock-Up Expiration Date and delivered to such Seller, and (ii) any Cancellation Notice delivered by any Seller shall be of no force or effect. If Parent does not have an Effective Form S-1 on or prior to the Initial Lock-Up Expiration Date, (x) each Seller that has delivered a Cancellation Notice in accordance with this Section 9.7 shall receive from Parent, in cash, an amount equal to the value of the Escrow Shares to be cancelled by such Seller pursuant to the Cancellation Notice (using the per share value of the Consideration Shares set forth in this Agreement), no later than ten (10) Business Days following the Initial Lock-Up Expiration Date, subject to Section 2.13 and Section 9.5, and (y) upon delivery of such cash payment by Parent to such Seller, such Seller’s Escrow Shares shall be cancelled by Parent.

Cancellation of Escrow Shares. (a) If Parent does not have an effective resale registration statement on Form S-1 on file with the SEC with respect to the Consideration Shares (an “Effective Form S-1”) on or prior to the Initial Lock-Up Expiration Date, each Seller shall have the right to cause Parent to cancel all or any portion of such Seller’s Escrow Shares if Seller has delivered to Parent a signed and completed Cancellation Notice at least twenty (20) Business Days prior to the expiration of the lock-up period applicable to such Escrow Shares (i.e. the six (6) month anniversary of the Closing Date) (the “Initial Lock-Up Expiration Date”). For the avoidance of doubt, if Parent has an Effective Form S-1 on or prior to the Initial Lock-Up Expiration Date, (i) each Seller’s Escrow Shares shall be released from escrow on the Initial Lock-Up Expiration Date and delivered to such Seller, and (ii) any Cancellation Notice delivered by any Seller shall be of no force or effect. If Parent does not have an Effective Form S-1 on or prior to the Initial Lock-Up Expiration Date, subject to the provisions of Section 9.7(b) below, (x) each Seller that has delivered a Cancellation Notice in accordance with this Section 9.7 shall receive from Parent, in cash, an amount equal to the value of the Escrow Shares to be cancelled by such Seller pursuant to the Cancellation Notice (using the per share value of the Consideration Shares set forth in this Agreement), no later than ten (10) Business Days following the Initial Lock-Up Expiration Date, subject to Section Sections 2.13 and Section 9.5, and (y) upon delivery of such cash payment by Parent to such Seller, such Seller’s Escrow Shares shall be cancelled by Parent. Not later than ten (10) Business Days prior to the Initial Lock-Up Expiration Date, Parent shall provide Representative with (i) all Cancellation Notices delivered in accordance with this Section 9.7(a), and (ii) the Tax Value Share Price, in order to enable Representative to determine whether the Potential Total Cash Consideration would exceed the 20% Limitation. Parent shall have no obligation to calculate the Potential Total Cash Consideration in connection with this Section 9.7, or any other provision of this Agreement but shall cooperate in good faith with Representative in connection with Representative’s determination (including by making available its tax accountants to confirm intended tax reporting). (b) If the Potential Total Cash Consideration would, but for the application of this Section 9.7(b), exceed the 20% Limitation, as determined by Representative, in its sole discretion and sole responsibility, and communicated to Parent in writing, then the number of Escrow Shares to be cancelled for each Seller shall be reduced to the minimum extent possible so that the total Potential Total Cash Consideration does not exceed the 20% Limitation (such reduction, the “Cash Reduction”). The Cash Reduction shall be made pro rata to each Seller based on the total number of Escrow Shares requested by each Seller to be cancelled pursuant to Section 9.7(a).