Common use of Distribution of Escrow Shares Clause in Contracts

Distribution of Escrow Shares. The Escrow Shares shall serve as collateral for the indemnity 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), it shall 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 out of escrow 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 prior notice period, deliver out of escrow the lesser of: (a) the number of the Escrow Shares (in whole shares) that have an aggregate market value as notified of in writing by ForeFront and the Shareholders most nearly equal to the amount of the claim or claims thus to be satisfied, or (b) all of the Escrow Shares. If the Shareholders advise ForeFront and the Escrow Agent within the foregoing twenty day period that they object to such application of the Escrow Shares after a claim has been made, the Escrow Agent shall hold the Escrow Shares in escrow until the rights of the Shareholders and ForeFront with respect thereto have been agreed upon in accordance with 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).

Distribution of Escrow Shares. The On the Distribution Date, Premiere shall ----------------------------- cancel certificates representing the Escrow Shares shall serve then held in escrow as collateral for the indemnity obligations of the Shareholders under Distribution Date ("Available Escrow Shares") and with respect to which an Indemnification Claim is not pending and distribute new certificates to the Reorganization AgreementMembers in accordance with each Member's Percentage Interest. Any claim 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 ForeFront the Distribution Date, the amount of the Indemnification Amount for indemnification against purposes of the Shareholders calculations in the following sentence of this Section 3.3 shall be conducted the amount claimed by Premiere in its Notice of Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the terms preceding sentence, Premiere shall promptly (i) calculate the number of this Escrow Shares of each Member necessary to satisfy the Indemnification Amount in the same manner as set forth in Section 2.1 If ForeFront shall have any claim against 3.2(a) hereof (the Shareholders "Disputed Escrow Shares"), and (excluding claims resulting 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 assertion number of liability Escrow Shares in the CMG Escrow Account on the Distribution Date and (y) in the case of the Other Indemnitors, obtained by third parties)subtracting the Disputed Escrow Shares from the number of Escrow Shares in the Other Indemnitors' Escrow Account on the Distribution Date, it multiplied by each Indemnitor's Percentage Interest. Any such delivery of Premiere Common Stock to Members shall promptly give written notice thereof be of full shares and any fractional portions shall be rounded to a whole number by 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 so that they do not consent to the delivery of any of the Escrow Shares out of escrow 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 prior notice period, deliver out of escrow the lesser of: (a) 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 whole shares) that have an aggregate market value as notified of in writing by ForeFront and escrow after the Shareholders most nearly equal to the amount of the claim or claims thus to be satisfied, or (b) all of the Escrow Shares. If the Shareholders advise ForeFront and the Escrow Agent within the foregoing twenty day period that they object to such application of the Escrow Shares after a claim has been madeDistribution Date, the Escrow Agent shall hold promptly cancel the appropriate number of Disputed Escrow Shares in escrow until corresponding to the rights of Indemnification Amount corresponding to such Indemnification Claim (if any) and shall deliver any remaining Disputed Escrow Shares to the Shareholders and ForeFront with respect thereto have been agreed upon Members in accordance with the terms of this Agreement. If any distribution pursuant to this Section 2.1 involves fewer than all of the their respective interests in such remaining Disputed 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).

Distribution of Escrow Shares. The Escrow Agent shall distribute the Escrow Shares shall serve 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 collateral for to the indemnity obligations distribution of some or all of the Shareholders under Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Reorganization AgreementEscrow 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”), the Escrow Agent shall, automatically, without any notice required, distribute to the Indemnifying Stockholders all of the Escrow Shares then held in escrow, registered in the names of the Indemnifying Stockholders. Notwithstanding the foregoing, if the Parent has previously delivered to the Escrow Agent a copy of 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 the 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 (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 case may be. Any claim by ForeFront for indemnification against the Shareholders Escrow Shares so retained in escrow shall be conducted distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof. For purposes of this Section 2.1 If ForeFront shall have any claim against Agreement, a Claim Notice means a written notification under the Shareholders (excluding claims resulting from Merger Agreement given by the assertion of liability by third parties), it shall promptly give written notice thereof Parent to the Escrow Agent and the Shareholders, including in such notice Indemnifying Stockholders which contains (i) a brief description of the facts upon which such claims are based and the amount thereof(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. If the Shareholders object For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the allowance Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of any such claimsa representation or warranty, 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 out of escrow for application to such claims. If no such notice is timely provided effect that, as a result a legal proceeding instituted by the Shareholders to ForeFront and the Escrow Agentor written claim made by a third party, the Escrow Agent shall, within five business days after the expiration Parent reasonably expects to incur Damages as a result of the prior notice period, deliver out a breach of escrow the lesser of: (a) the number such representation or warranty. Any distribution of all or a portion of the Escrow Shares (in whole sharesor cash or other property pursuant to Section 2(c)) that have an aggregate market value as notified of in writing by ForeFront and the Shareholders most nearly equal to the amount Indemnifying Stockholders shall be made by delivery of stock certificates issued in the name of the claim Indemnifying Stockholders (or claims thus to be satisfiedcash or other property), or (b) all of the Escrow Shares. If the Shareholders advise ForeFront and the Escrow Agent within the foregoing twenty day period that they object to covering such application percentage of the Escrow Shares after a claim has been made(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 hold withhold the distribution of the portion of the Escrow Shares in escrow until otherwise distributable to an Indemnifying Stockholder who has not, according to a written notice provided by the rights of Parent to the Shareholders and ForeFront with respect thereto have been agreed upon in accordance with 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. If any distribution pursuant Instead, the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to this Section 2.1 involves fewer than all 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 then held in 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 adjustedAccount).

Distribution of Escrow Shares. The Escrow Shares shall serve as collateral for the indemnity obligations Any distribution 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), it shall promptly give written notice thereof to the Escrow Agent and the Shareholders, including in such notice all or 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 portion of the Escrow Shares out to the Stockholders that are Accredited Investors holding interests in the Share Escrow Property as set forth on Schedule A hereto shall be made by delivery of escrow for application to such claims. If no such notice is timely provided the stock certificate held by the Shareholders to ForeFront and the Escrow Agent, the Escrow Agent shall, within five business days after the expiration of the prior notice period, deliver out of escrow the lesser of: (a) the number of representing the Escrow Shares (in whole shares) that have an aggregate market value as notified of in writing by ForeFront and the Shareholders most nearly equal to the amount Buyer or its transfer agent, endorsed for transfer, with instruction to the Buyer or its transfer agent to transfer and issue the aggregate number of Escrow Shares being distributed, allocated among the claim Stockholders that are Accredited Investors based upon their pro rata shares according to the percentages set forth in the column “Percentage Interest in Share Escrow Property,” on Schedule A hereto (as nearly as practicable, rounding down to the nearest whole share for each Stockholder that is an Accredited Investor), in each case by issuing to each such Stockholder that is an Accredited Investor a stock certificate representing such allocated shares, registered in his or claims thus her name set forth on Schedule A and mailing by first class mail to be satisfied, such Stockholders’ address set forth on Schedule A (or (b) all of the Escrow Shares. If the Shareholders advise ForeFront and to such other address as such Stockholder may have previously instructed the Escrow Agent within in writing); and, if less than all the foregoing twenty day period that they object to such application of the then remaining Escrow Shares after a claim has been madeare to be so distributed and transferred, the Escrow Agent shall hold instruct the Buyer or its transfer agent to issue and return to the Escrow Shares 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 escrow until his, her or its letter of transmittal that he, she or it is an Accredited Investor and, at the rights time of any such distribution of Escrow Shares, such Stockholder is no longer an Accredited Investor, a sale of the Shareholders and ForeFront with respect thereto have been agreed upon applicable Escrow Shares shall be effected in accordance with Section 5(b) and the terms net sale proceeds of this Agreementsuch sale of Escrow Shares received by the Escrow Agent shall be paid to such Stockholder less the applicable Sales Administration Fee. If The Escrow Agent shall have no liability for the actions or omissions of, or any distribution pursuant to this Section 2.1 involves fewer than all delay on the part of the Escrow Shares, it shall be allocated pro rata against Buyer or its transfer agent in connection with 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)foregoing.

Distribution of Escrow Shares. The Escrow Agent shall distribute the Escrow Shares shall serve 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 collateral for to the indemnity obligations distribution of some or all of the Shareholders under Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Reorganization AgreementEscrow 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”), the Escrow Agent shall, automatically, without any notice required, distribute to the Indemnifying Stockholders all of the Escrow Shares then held in escrow, registered in the names of the Indemnifying Stockholders in direct proportion to 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 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 the 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 (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 case may be. Any claim by ForeFront for indemnification against the Shareholders Escrow Shares so retained in escrow shall be conducted distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof. For purposes of this Section 2.1 If ForeFront 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. Distributions to the Indemnifying Stockholders shall have any claim against be made by mailing stock certificates to such holders at their respective addresses shown on the Shareholders books of the Parent (excluding claims resulting from the assertion of liability by third parties), it shall promptly give written notice thereof or such other address as may be provided in writing 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 by 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 holder). No fractional Escrow Shares out of escrow for application shall be distributed to such claimsIndemnifying Stockholders pursuant to this Agreement. If no such notice is timely provided by the Shareholders to ForeFront and the Escrow AgentInstead, the Escrow Agent shall, within five business days after the expiration of the prior notice period, deliver out of escrow the lesser of: (a) 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 then held in the Escrow Shares (in whole shares) that have an aggregate market value as notified of in writing by ForeFront and the Shareholders most nearly equal to the amount of the claim or claims thus to be satisfied, or (b) all of the Escrow Shares. If the Shareholders advise ForeFront and the Escrow Agent within the foregoing twenty day period that they object to such application of the Escrow Shares after a claim has been made, the Escrow Agent shall hold the Escrow Shares in escrow until the rights of the Shareholders and ForeFront with respect thereto have been agreed upon in accordance with 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 adjustedAccount).