Common use of Distribution of Escrow Fund Clause in Contracts

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the date seven days following the twenty fourth (24th) calendar month anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund to the Company Stockholders and Company Optionholders following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Sections 9.2(a) and 9.2(b) (“Unresolved Claims”) delivered prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Date, and any such amount shall not be distributed to the Company Stockholders and Company Optionholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims. Deliveries of the Escrow Amount out of the Escrow Fund to the Company Stockholders and Company Optionholders pursuant to this Section 9.7 shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Company Stockholder and Company Optionholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). Payments of the Escrow Amount to the holders of Company Options shall be less any applicable Taxes required to be withheld and shall be made no later than five years after the Effective Time in accordance with Proposed Regulation Section 1.409A-3(g)(5)(iv).

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in CaliforniaCalifornia time, on the date seven days two (2) Business Days following the twenty fourth eighteen (24th18) calendar month anniversary of months following the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund (i) first, to the Stockholder Representative for any outstanding Stockholder Representative Expenses to the extent that the Expense Fund Amount is not available, and (ii) second, to the Company Stockholders and Company Optionholders following such terminationSecurityholders; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Sections 9.2(a) and 9.2(bSection 8.2(a) (“Unresolved Claims”) delivered prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Date, and any such amount shall not be distributed to the Company Stockholders and Company Optionholders Securityholders at such time; provided, further, that on the date two (2) Business Days following twelve (12) calendar months following the Closing Date (the “Interim Escrow Disbursement Date”), the Escrow Agent shall distribute (i) first, to the Stockholder Representative for any outstanding Stockholder Representative Expenses to the extent that the Expense Fund Amount is not available, and (ii) second, to the Company Securityholders an amount of funds in the Escrow Fund equal to Eighteen Million Five Hundred Thousand Dollars ($18,500,000) minus the aggregate amount released from the Escrow Fund and delivered to any Indemnified Parties in respect of Claim Certificates prior to the Interim Escrow Disbursement Date minus the aggregate amount of all Unresolved Claims as of the Interim Escrow Disbursement Date. As soon as all such claims have any Unresolved Claim prior to the Interim Escrow Disbursement Date has been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, that was held back as of the Interim Escrow Disbursement Date to satisfy such Unresolved Claim, (i) first, to the Stockholder Representative for any outstanding Stockholder Representative Expenses to the extent that the Expense Fund Amount is not available, and (ii) second, to the Company Securityholders. As soon as any Unresolved Claim has been resolved after the Escrow Period termination date, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved ClaimsClaim, (i) first, to the Stockholder Representative for any outstanding Stockholder Representative Expenses (as defined below) to the extent that the Expense Fund Amount is not available, and (ii) second, to the Company Securityholders. Deliveries of the Escrow Amount out of the Escrow Fund to the Company Stockholders and Company Optionholders Securityholders pursuant to this Section 9.7 8.7 shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow FundPortions, with the amount delivered to each Company Stockholder and Company Optionholder Securityholders rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), which amount shall be reflected in a spreadsheet to be delivered by the Stockholder Representative prior to the applicable disbursement date. Payments of Notwithstanding anything to the contrary contained herein, the Escrow Amount to the holders of Company Options Agent shall be less entitled to deduct and withhold from any applicable Taxes Escrow Amount payable pursuant to this Agreement to any Company Securityholder such amounts as may be required to be deducted or withheld therefrom under any provision of U.S. federal, state, local or non-U.S. tax Law or under any applicable legal requirement. To the extent such amounts are so deducted or withheld and paid over to the appropriate Governmental Entity, such amounts shall be made no later than five years after treated for all purposes as having been paid to the Effective Time in accordance with Proposed Regulation Section 1.409A-3(g)(5)(iv)Person to whom such amounts would otherwise have been paid.

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time Closing and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in CaliforniaUtah time, on the date seven days following the twenty fourth (24th) calendar month anniversary of the Closing Expiration Date (the “Escrow Period”), and the Escrow Agent shall promptly, but in any event within five (5) Business Days, distribute the funds in the Escrow Fund to the Effective Time Company Stockholders and Company Optionholders following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount necessary in respect the good faith, reasonable judgment of Parent to satisfy any unsatisfied claims specified in any Claims Officer’s Certificate in connection with Sections 9.2(a) and 9.2(b) (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date Expiration Date with respect to facts and circumstances existing prior to the Expiration Date, and any such amount shall not be distributed to the Effective Time Company Stockholders and Company Optionholders at such time. As ; provided that as soon as any or all such claims Unresolved Claims have been resolved, the Escrow Agent shall promptly, but in any event within five (5) Business Days, deliver to the remaining Effective Time Company Stockholders that portion of the remaining Escrow Fund, if any, not required to satisfy any such other Unresolved Claims. Deliveries of the Escrow Amount out of the Escrow Fund to the Effective Time Company Stockholders and Company Optionholders pursuant to this Section 9.7 8.7 shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Company Stockholder and Company Optionholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). Payments of the Escrow Amount to the holders of Company Options shall be less any applicable Taxes required to be withheld and shall be made no later than five years after the Effective Time in accordance with Proposed Regulation Section 1.409A-3(g)(5)(iv).

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 Closing until 11:59 p.m., local time at Parent’s corporate headquarters in CaliforniaPacific Time, on the date seven days following the twenty fourth (24th) calendar month anniversary of the Closing Survival Date (the “Escrow Period”), ) and the Escrow Agent shall shall, subject to the terms hereof, promptly distribute the funds and shares then held in the Escrow Fund to the Company Effective Time Stockholders and Company Optionholders following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount necessary in respect the good faith, reasonable judgment of Parent to satisfy any unsatisfied claims specified in any Claims Claim Certificate in connection with Sections 9.2(a) and 9.2(b) (“Unresolved Claims”) delivered prior to the Escrow Agent and the Stockholder Representative during the Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Date, and any such amount shall not be distributed to the Company Effective Time Stockholders and Company Optionholders at such time. As ; provided, further, that as soon as all such claims Unresolved Claims have been resolvedresolved and all amounts to which the Indemnified Parties are entitled have been distributed to the Indemnified Parties, the Escrow Agent shall promptly deliver to the remaining Effective Time Stockholders that portion of the remaining Escrow Fund, if any, not required to satisfy such Unresolved Claims. Deliveries to Effective Time Stockholders pursuant to this Section 8.5 of Escrowed Shares remaining in the Escrow Amount out Fund shall be made to the Effective Time Stockholder in whose name the Escrowed Shares were issued. Deliveries pursuant to this Section 8.5 of Escrowed Cash remaining in the Escrow Fund shall be distributed on a pro rata basis to the Effective Time Stockholders in proportion to the amount of cash contributed to the Escrow Fund by each Effective Time Stockholder. The portion of the Escrow Fund payable to the Company Stockholders and Company Optionholders pursuant to this Section 9.7 each Effective Time Stockholder shall be made in proportion to their respective Pro Rata Portions released only after such Effective Time Stockholder has complied with the requirements for delivery of the remaining amounts Merger Consideration provided in the Escrow Fund, with the amount delivered to each Company Stockholder and Company Optionholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). Payments of the Escrow Amount to the holders of Company Options shall be less any applicable Taxes required to be withheld and shall be made no later than five years after the Effective Time in accordance with Proposed Regulation Section 1.409A-3(g)(5)(iv)2.9.

Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in CaliforniaAtlanta Time, on the date seven days following the twenty fourth earlier of (24thi) eighteen (18) calendar month anniversary months after the date of this Agreement and (ii) fifteen (15) calendar months following the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds and shares of Parent Common Stock in the Escrow Fund to the Exchange Agent for distribution to the Company Stockholders and Company Optionholders Securityholders within two Business Days following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Sections 9.2(a) and 9.2(b) (“Unresolved Claims”Section 8.2(a) delivered prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration DateDate (“Unresolved Claims”), and any such amount shall not be distributed to the Company Stockholders and Company Optionholders Securityholders at such time. As soon as all such claims Unresolved Claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims, (i) first, to the Stockholder Representative for any Stockholder Representative Expenses (as defined below), and (ii) second, to the Company Securityholders. Deliveries of the Escrow Amount out of the Escrow Fund to the Company Stockholders and Company Optionholders Securityholders pursuant to this Section 9.7 8.7 shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Company Stockholder and Company Optionholder Securityholders rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up)) of a cent or nearest whole share of Parent Common Stock, as applicable. Payments of Notwithstanding anything to the contrary contained herein, the Escrow Agent shall be entitled to deduct and withhold from any Escrow Amount payable pursuant to the holders this Agreement to any former holder of Company Options shall Capital Stock, or a Company Warrant such amounts as may be less any applicable Taxes required to be deducted or withheld and therefrom under any provision of federal, state, local or foreign tax Law or under any applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be made no later than five years after treated for all purposes as having been paid to the Effective Time in accordance with Proposed Regulation Section 1.409A-3(g)(5)(iv)Person to whom such amounts would otherwise have been paid.