Common use of Distribution of Escrow Shares Clause in Contracts

Distribution of Escrow Shares. On the Distribution Date, Premiere shall ----------------------------- cancel certificates representing the Escrow Shares then held in escrow as of the Distribution Date ("Available Escrow Shares") and with respect to which an Indemnification Claim is not pending and distribute new certificates to the Members in accordance with each Member's Percentage Interest. With respect to Indemnification Claims pending as of the Distribution Date, Premiere and the Indemnitor Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending Indemnification Claims; provided, that if Premiere and the Indemnitor Representative are not able to agree on the Indemnification Amount with respect to such Indemnification Claims by the Distribution Date, the amount of the Indemnification Amount for purposes of the calculations in the following sentence of this Section 3.3 shall be the amount claimed by Premiere in its Notice of Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, Premiere shall promptly (i) calculate the number of Escrow Shares of each Member necessary to satisfy the Indemnification Amount in the same manner as set forth in Section 3.2(a) hereof (the "Disputed Escrow Shares"), and (ii) issue to each Member a Replacement Certificate for the number of shares of Premiere Common Stock (the "Undisputed Escrow Shares") equaling: (x) in the case of CMG, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the CMG Escrow Account on the Distribution Date and (y) in the case of the Other Indemnitors, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the Other Indemnitors' Escrow Account on the Distribution Date, multiplied by each Indemnitor's Percentage Interest. Any such delivery of Premiere Common Stock to Members shall be of full shares and any fractional portions shall be rounded to a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Members. Upon the final resolution as agreed by Premiere and the Indemnitor Representative in writing of any Indemnification Claim for which Disputed Escrow Shares were retained in escrow after the Distribution Date, the Escrow Agent shall promptly cancel the appropriate number of Disputed Escrow Shares corresponding to the Indemnification Amount corresponding to such Indemnification Claim (if any) and shall deliver any remaining Disputed Escrow Shares to the Members in accordance with their respective interests in such remaining Disputed Escrow Shares.

Distribution of Escrow Shares. On The Escrow Agent shall distribute the Distribution Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Indemnification Representatives and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or the Indemnification Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof. Within five business days after __________, 2009 (the “Termination Date”), Premiere shall ----------------------------- cancel certificates representing the Escrow Agent shall, automatically, without any notice required, distribute to the Indemnifying Stockholders all of the Escrow Shares then held in escrow as escrow, registered in the names of the Distribution Date Indemnifying Stockholders. Notwithstanding the foregoing, if the Parent has previously delivered to the Escrow Agent a copy of a Claim Notice ("Available Escrow Shares"as hereinafter defined) and with respect to which an Indemnification Claim is the Escrow Agent has not pending and distribute new certificates received written notice of the resolution of the claim covered thereby, or if the Parent has previously delivered to the Members in accordance with each Member's Percentage Interest. With respect to Indemnification Claims pending Escrow Agent a copy of an Expected Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the Distribution Date, Premiere and resolution of the Indemnitor Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending Indemnification Claims; provided, that if Premiere and the Indemnitor Representative are not able to agree on the Indemnification Amount with respect to such Indemnification Claims by the Distribution Dateanticipated claim covered thereby, the Escrow Agent shall retain in escrow after the Termination Date such number of Escrow Shares as have a Value (as defined in Section 4 below) equal to the Claimed Amount (as hereinafter defined) covered by such Claim Notice or equal to the estimated amount of Damages set forth in such Expected Claim Notice, as the Indemnification Amount for purposes of the calculations case may be. Any Escrow Shares so retained in the following sentence of this Section 3.3 escrow shall be the amount claimed by Premiere in its Notice of Indemnification Claim. Upon determination of the Indemnification Amount distributed only in accordance with the preceding sentence, Premiere shall promptly terms of clauses (i) calculate or (ii) of Section 3(a) hereof. For purposes of this Agreement, a Claim Notice means a written notification under the Merger Agreement given by the Parent to the Indemnifying Stockholders which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Parent, (ii) a statement that the Parent is entitled to indemnification under Article 6 of the Merger Agreement for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of a representation or warranty, to the effect that, as a result a legal proceeding instituted by or written claim made by a third party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty. Any distribution of all or a portion of the Escrow Shares (or cash or other property pursuant to Section 2(c)) to the Indemnifying Stockholders shall be made by delivery of stock certificates issued in the name of the Indemnifying Stockholders (or cash or other property), covering such percentage of the Escrow Shares (or cash or other property) being distributed as is calculated in accordance with the percentages set forth opposite such holders’ respective names on Attachment A attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to an Indemnifying Stockholder who has not, according to a written notice provided by the Parent to the Escrow Agent, prior to such distribution, surrendered pursuant to the terms of the Merger Agreement his, her or its documents formerly representing equity interests of the Company. Any such withheld shares shall be delivered to the Parent promptly after the Termination Date, and shall be delivered by the Parent to the Indemnifying Stockholders to whom such shares would have otherwise been distributed upon surrender of documents evidencing their Company equity interests. Distributions to the Indemnifying Stockholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Attachment A (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Stockholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole number (provided that the Indemnification Representatives shall have the authority to effect such rounding in such a manner that the total number of whole Escrow Shares to be distributed equals the number of Escrow Shares of each Member necessary to satisfy the Indemnification Amount then held in the same manner as set forth in Section 3.2(a) hereof (the "Disputed Escrow Shares"Account), and (ii) issue to each Member a Replacement Certificate for the number of shares of Premiere Common Stock (the "Undisputed Escrow Shares") equaling: (x) in the case of CMG, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the CMG Escrow Account on the Distribution Date and (y) in the case of the Other Indemnitors, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the Other Indemnitors' Escrow Account on the Distribution Date, multiplied by each Indemnitor's Percentage Interest. Any such delivery of Premiere Common Stock to Members shall be of full shares and any fractional portions shall be rounded to a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Members. Upon the final resolution as agreed by Premiere and the Indemnitor Representative in writing of any Indemnification Claim for which Disputed Escrow Shares were retained in escrow after the Distribution Date, the Escrow Agent shall promptly cancel the appropriate number of Disputed Escrow Shares corresponding to the Indemnification Amount corresponding to such Indemnification Claim (if any) and shall deliver any remaining Disputed Escrow Shares to the Members in accordance with their respective interests in such remaining Disputed Escrow Shares.

Distribution of Escrow Shares. On Any distribution of all or a portion of the Distribution Date, Premiere Escrow Shares to the Stockholders that are Accredited Investors holding interests in the Share Escrow Property as set forth on Schedule A hereto shall ----------------------------- cancel certificates be made by delivery of the stock certificate held by the Escrow Agent representing the Escrow Shares then held in escrow as of the Distribution Date ("Available Escrow Shares") and with respect to which an Indemnification Claim is not pending and distribute new certificates to the Members in accordance Buyer or its transfer agent, endorsed for transfer, with each Member's Percentage Interest. With respect instruction to Indemnification Claims pending as of the Distribution Date, Premiere Buyer or its transfer agent to transfer and issue the Indemnitor Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending Indemnification Claims; provided, that if Premiere and the Indemnitor Representative are not able to agree on the Indemnification Amount with respect to such Indemnification Claims by the Distribution Date, the amount of the Indemnification Amount for purposes of the calculations in the following sentence of this Section 3.3 shall be the amount claimed by Premiere in its Notice of Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, Premiere shall promptly (i) calculate the aggregate number of Escrow Shares of each Member necessary being distributed, allocated among the Stockholders that are Accredited Investors based upon their pro rata shares according to satisfy the Indemnification Amount in the same manner as percentages set forth in Section 3.2(a) hereof the column “Percentage Interest in Share Escrow Property,” on Schedule A hereto (as nearly as practicable, rounding down to the "Disputed Escrow Shares"nearest whole share for each Stockholder that is an Accredited Investor), and (ii) issue in each case by issuing to each Member such Stockholder that is an Accredited Investor a Replacement Certificate for the number of shares of Premiere Common Stock stock certificate representing such allocated shares, registered in his or her name set forth on Schedule A and mailing by first class mail to such Stockholders’ address set forth on Schedule A (the "Undisputed Escrow Shares") equaling: (x) in the case of CMG, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the CMG Escrow Account on the Distribution Date and (y) in the case of the Other Indemnitors, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the Other Indemnitors' Escrow Account on the Distribution Date, multiplied by each Indemnitor's Percentage Interest. Any or to such delivery of Premiere Common Stock to Members shall be of full shares and any fractional portions shall be rounded to a whole number by other address as such Stockholder may have previously instructed the Escrow Agent so that in writing); and, if less than all the number of shares then remaining in escrow Escrow Shares are to be delivered will be fully allocated among such Members. Upon the final resolution as agreed by Premiere so distributed and the Indemnitor Representative in writing of any Indemnification Claim for which Disputed Escrow Shares were retained in escrow after the Distribution Datetransferred, the Escrow Agent shall promptly cancel instruct the appropriate number Buyer or its transfer agent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining Escrow Shares. If any Stockholder who represented and warranted in his, her or its letter of Disputed transmittal that he, she or it is an Accredited Investor and, at the time of any such distribution of Escrow Shares, such Stockholder is no longer an Accredited Investor, a sale of the applicable Escrow Shares corresponding to the Indemnification Amount corresponding to such Indemnification Claim (if any) and shall deliver any remaining Disputed Escrow Shares to the Members be effected in accordance with their respective interests Section 5(b) and the net sale proceeds of such sale of Escrow Shares received by the Escrow Agent shall be paid to such Stockholder less the applicable Sales Administration Fee. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of the Buyer or its transfer agent in such remaining Disputed Escrow Sharesconnection with the foregoing.

Distribution of Escrow Shares. On The Escrow Agent shall distribute the Distribution Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Indemnification Representatives and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or the Indemnification Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof. Within five business days after July 24, 2009 (the “Termination Date”), Premiere shall ----------------------------- cancel certificates representing the Escrow Agent shall, automatically, without any notice required, distribute to the Indemnifying Stockholders all of the Escrow Shares then held in escrow as escrow, registered in the names of the Distribution Date ("Available Escrow Shares") and with respect Indemnifying Stockholders in direct proportion to which an Indemnification Claim is not pending and distribute new certificates to the Members in accordance with each Member's Percentage Interest. With respect to Indemnification Claims pending as of the Distribution Date, Premiere and the Indemnitor Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending Indemnification Claims; provided, that if Premiere and the Indemnitor Representative are not able to agree on the Indemnification Amount with respect to such Indemnification Claims by the Distribution Date, the amount of the Indemnification Amount for purposes of the calculations in the following sentence of this Section 3.3 shall be the amount claimed by Premiere in its Notice of Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, Premiere shall promptly (i) calculate the number of Escrow Shares delivered by each Indemnifying Stockholder. Notwithstanding the foregoing, if the Parent has previously delivered to the Escrow Agent a copy of each Member necessary a Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the claim covered thereby, or if the Parent has previously delivered to satisfy the Indemnification Escrow Agent a copy of an Expected Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the anticipated claim covered thereby, the Escrow Agent shall retain in escrow after the Termination Date such number of Escrow Shares as have a Value (as defined in Section 4 below) equal to the Claimed Amount in (as hereinafter defined) covered by such Claim Notice or equal to the same manner as estimated amount of Damages set forth in such Expected Claim Notice, as the case may be. Any Escrow Shares so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3.2(a3(a) hereof hereof. For purposes of this Agreement, a Claim Notice means a written notification under the Merger Agreement given by the Parent to the Indemnifying Stockholders which contains (i) a description and the amount (the "Disputed Escrow Shares")“Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Parent, (ii) a statement that the Parent is entitled to indemnification under Article 6 of the Merger Agreement for such Damages and a reasonable explanation of the basis therefor, and (iiiii) issue a demand for payment in the amount of such Damages. For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to each Member the Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of a Replacement Certificate for representation or warranty, to the effect that, as a result a legal proceeding instituted by or written claim made by a third party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty. Distributions to the Indemnifying Stockholders shall be made by mailing stock certificates to such holders at their respective addresses shown on the books of the Parent (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Stockholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole number (provided that the Indemnification Representatives shall have the authority to effect such rounding in such a manner that the total number of Premiere Common Stock (the "Undisputed Escrow Shares") equaling: (x) in the case of CMG, obtained by subtracting the Disputed whole Escrow Shares from to be distributed equals the number of Escrow Shares then held in the CMG Escrow Account on the Distribution Date and (y) in the case of the Other Indemnitors, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the Other Indemnitors' Escrow Account on the Distribution Date, multiplied by each Indemnitor's Percentage Interest. Any such delivery of Premiere Common Stock to Members shall be of full shares and any fractional portions shall be rounded to a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Members. Upon the final resolution as agreed by Premiere and the Indemnitor Representative in writing of any Indemnification Claim for which Disputed Escrow Shares were retained in escrow after the Distribution Date, the Escrow Agent shall promptly cancel the appropriate number of Disputed Escrow Shares corresponding to the Indemnification Amount corresponding to such Indemnification Claim (if any) and shall deliver any remaining Disputed Escrow Shares to the Members in accordance with their respective interests in such remaining Disputed Escrow SharesAccount).

Distribution of Escrow Shares. On The Escrow Shares shall serve as collateral for the Distribution Dateindemnity obligations of the Shareholders under the Reorganization Agreement. Any claim by ForeFront for indemnification against the Shareholders shall be conducted in accordance with the terms of this Section 2.1 If ForeFront shall have any claim against the Shareholders (excluding claims resulting from the assertion of liability by third parties), Premiere it shall ----------------------------- cancel certificates representing promptly give written notice thereof to the Escrow Agent and the Shareholders, including in such notice a brief description of the facts upon which such claims are based and the amount thereof. If the Shareholders object to the allowance of any such claims, they shall give written notice to ForeFront and the Escrow Agent within twenty days following receipt of ForeFront's notice of claim, advising it and the Escrow Agent that they do not consent to the delivery of any of the Escrow Shares then held in out of escrow as for application to such claims. If no such notice is timely provided by the Shareholders to ForeFront and the Escrow Agent, the Escrow Agent shall, within five business days after the expiration of the Distribution Date prior notice period, deliver out of escrow the lesser of: ("Available Escrow Shares"a) and with respect to which an Indemnification Claim is not pending and distribute new certificates to the Members in accordance with each Member's Percentage Interest. With respect to Indemnification Claims pending as number of the Distribution Date, Premiere Escrow Shares (in whole shares) that have an aggregate market value as notified of in writing by ForeFront and the Indemnitor Representative shall use their reasonable efforts Shareholders most nearly equal to agree in writing on the Indemnification Amount with respect to any such pending Indemnification Claims; provided, that if Premiere and the Indemnitor Representative are not able to agree on the Indemnification Amount with respect to such Indemnification Claims by the Distribution Date, the amount of the Indemnification Amount for purposes claim or claims thus to be satisfied, or (b) all of the calculations in the following sentence of this Section 3.3 shall be the amount claimed by Premiere in its Notice of Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, Premiere shall promptly (i) calculate the number of Escrow Shares of each Member necessary to satisfy the Indemnification Amount in the same manner as set forth in Section 3.2(a) hereof (the "Disputed Escrow Shares"), . If the Shareholders advise ForeFront and (ii) issue to each Member a Replacement Certificate for the number of shares of Premiere Common Stock (the "Undisputed Escrow Shares") equaling: (x) in the case of CMG, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the CMG Escrow Account on the Distribution Date and (y) in the case of the Other Indemnitors, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the Other Indemnitors' Escrow Account on the Distribution Date, multiplied by each Indemnitor's Percentage Interest. Any such delivery of Premiere Common Stock to Members shall be of full shares and any fractional portions shall be rounded to a whole number by the Escrow Agent so within the foregoing twenty day period that they object to such application of the number of shares remaining in escrow to be delivered will be fully allocated among such Members. Upon the final resolution as agreed by Premiere and the Indemnitor Representative in writing of any Indemnification Claim for which Disputed Escrow Shares were retained in escrow after the Distribution Datea claim has been made, the Escrow Agent shall promptly cancel hold the appropriate number of Disputed Escrow Shares corresponding to in escrow until the Indemnification Amount corresponding to such Indemnification Claim (if any) rights of the Shareholders and shall deliver any remaining Disputed Escrow Shares to the Members ForeFront with respect thereto have been agreed upon in accordance with their respective interests in such remaining Disputed the terms of this Agreement. If any distribution pursuant to this Section 2.1 involves fewer than all of the Escrow Shares, it shall be allocated pro rata against the Escrow Shares therein based on the Escrow Shares beneficially owned by each Shareholder (unless the claim made is based disproportionately on a representation made individually by a Shareholder in which case the distribution shall be appropriately adjusted).