Distribution on Termination Date Clause Samples

Distribution on Termination Date. (a) If the Termination Date occurs pursuant to Section 1.2 (iii) above because the stockholders of Acquiror approve the Merger, then upon receipt of a memorandum 2 of the parties stating that this Agreement has terminated pursuant to Section 1.2(iii), the Escrow Agent shall, within five (5) business days following the receipt of the memorandum, deliver to the Target Stockholders all of the Nasdaq Escrow Shares. Deliveries of these shares to the Target Stockholders pursuant to this provision shall be made on a pro rata basis in accordance with the number of shares of Target Common Stock held by the Target Stockholders at the Effective Time. (b) If the Termination Date occurs pursuant to Section 1.2 (ii) above because six (6) months have passed since the Effective Date, then upon receipt of (1) the Cash Payment (as defined below) and (2) a memorandum of the parties stating that this Agreement has terminated pursuant to Section 1.2 (ii), the Escrow Agent shall, within five (5) business days following the receipt of the Cash Payment and the memorandum, (X) deliver to the Target Stockholders all of the Cash Payment and (Y) deliver to the Acquiror all of the Nasdaq Escrow Shares. Deliveries of the Cash Payment to the Target Stockholders pursuant to this provision shall be made on a pro rata basis in accordance with the number of shares of Target Common Stock held by the Stockholders at the Effective Time. Upon receipt of the Nasdaq Escrow Shares, the Acquiror shall cancel them. The aggregate amount of these pro rata cash payments (the "Cash Payment") shall be determined by multiplying the number of Nasdaq Escrow Shares returned to the Acquiror by the closing price per share of Acquiror's Common Stock on the Nasdaq National Market on the day immediately prior to the date of return of the Nasdaq Escrow Shares. (c) If the Termination Date occurs pursuant to Section 1.2 (i) above because there is a Change of Control of the Acquiror, then upon receipt of a memorandum of the parties stating that this Agreement has terminated pursuant to Section 1.2 (i), the Escrow Agent shall, within five (5) business days following the receipt of the memorandum, deliver to the Target Stockholders all of the Nasdaq Escrow Shares. Deliveries of these shares to the Target Stockholders pursuant to this provision shall be made on a pro rata basis in accordance with the number of shares of Target Common Stock held by the Target Stockholders at the Effective Time.

Distribution on Termination Date. On the Termination Date, the Trustee shall: (a) repay all loans referred to in article 8.03 (f) hereof; (b) pay the Trust Assets then remaining to the Crown.