Common use of Escrow of Consideration Clause in Contracts

Escrow of Consideration. In order to at least partially satisfy, and to establish a procedure for the satisfaction of, claims by Parent for payment by the Company Stockholders of any Claims by the Parent Indemnitees for indemnification pursuant to Article VII hereof, Parent, the Stockholder Representative and the Escrow Agent shall enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent an amount of shares of Parent Common Stock equal to ten percent of the Pro Rata Portion of the Aggregate Consideration payable to the Supporting Stockholders (the “Escrowed Shares”). Parent shall be deemed to have contributed each such Company Stockholder’s Pro Rata Allocation of the Escrowed Shares as set forth on the Closing Consideration Schedule (and the consideration payable to each such Company Stockholder pursuant to this Article I shall be reduced by such amounts). Pursuant to the terms and subject to the conditions of the Escrow Agreement, the Escrow Agent shall establish an escrow account into which the Escrow Agent shall deposit the Escrowed Shares (the “Escrow Account”). The timing and methodology for the release of the Escrowed Shares shall be governed by the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement; provided, however, that each of Parent and the Stockholder Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the Escrowed Shares, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement. Subject to Section 1.9.(d) hereof and the terms of the Escrow Agreement, in the event of a distribution of any amounts from the Escrow Account to the Company Stockholders, each such Company Stockholder shall be entitled to receive a portion of such distribution equal to such Company Stockholder’s Pro Rata Allocation of such distribution. For purposes of satisfying any claims for indemnification under this Agreement, all shares of Parent Common Stock in the Escrow Account shall be deemed to have a value equal to the Price Per Share, as adjusted for any stock splits, dividends, combinations or the like, irrespective of the actual value of such shares at the time they are distributed from the Escrow Account. The Company Stockholders shall be treated as the owner of the Escrow Account for tax purposes. The Escrow Agreement shall provide that the Escrowed Shares will be entitled to receive all dividends declared and payable with respect to Parent Common Stock, any such dividends shall be added to the Escrow Account and may be used to satisfy claims for indemnification. The Company Stockholders shall be entitled to vote all Escrowed Shares on their own behalf.

Escrow of Consideration. In order to at least partially satisfy, and to establish a procedure for the satisfaction of, claims by Parent for payment by the Company Stockholders Equityholders of any post-Closing purchase price adjustment as set forth in Section 1.12 hereof and Claims by the Parent Indemnitees for indemnification pursuant to Article VII hereof, Parent, the Stockholder Representative and the Escrow Agent shall enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent an amount of One Million (1,000,000) shares of Parent Common Stock equal to ten percent of the Pro Rata Portion of the Aggregate Consideration payable to the Supporting Stockholders (the “Escrowed Shares”). Parent shall be deemed to have contributed (on behalf of each Company Equityholder who holds Participating Escrow Stock) each such Company StockholderEquityholder’s Pro Rata Allocation of the Escrowed Shares as set forth on the Closing Consideration Schedule (and the consideration payable to each such Company Stockholder Equityholder pursuant to this Article I shall be reduced by such amounts). Pursuant to the terms and subject to the conditions of the Escrow Agreement, the Escrow Agent shall establish an escrow account into which the Escrow Agent shall deposit the Escrowed Shares (the “Escrow Account”). The timing and methodology for the release of the Escrowed Shares shall be governed by the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement; provided, however, that each of Parent and the Stockholder Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the Escrowed Shares, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement. Subject to Section 1.9.(d) hereof and the terms of the Escrow Agreement, in the event of a distribution of any amounts from the Escrow Account to the Company StockholdersEquityholders (who hold Participating Escrow Stock), each such Company Stockholder Equityholder shall be entitled to receive a portion of such distribution equal to such Company StockholderEquityholder’s Pro Rata Allocation of such distribution. For purposes of satisfying any claims for indemnification and/or any adjustment pursuant to Section 1.12 under this Agreement, all shares of Parent Common Stock in the Escrow Account shall be deemed to have a value equal to the Price Per Share, as adjusted for any stock splits, dividends, combinations or the like, irrespective of the actual value of such shares at the time they are distributed from the Escrow Account. The Company Stockholders Equityholders (who hold Participating Escrow Stock) shall be treated as the owner of the Escrow Account for tax purposes. The Escrow Agreement shall provide that the Escrowed Shares will be entitled to receive all dividends declared and payable with respect to Parent Common Company Stock, any such dividends shall be added to the Escrow Escrowed Account and may be used to satisfy claims for indemnification. The Company Stockholders Equityholders (who hold Participating Escrow Stock) shall be entitled to vote all Escrowed Shares on their own behalf.

Escrow of Consideration. In order to at least partially satisfy, satisfy and to establish a procedure for the satisfaction of, of claims by Parent for payment by the Company Stockholders of any Claims post-Closing purchase price adjustments as set forth in Section 2.10 hereof and claims by the Parent Indemnitees Indemnified Parties for indemnification pursuant to Article VII XII hereof, Parent, the Stockholder Representative and the Escrow Agent shall enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent an amount at the Closing, a portion of the Initial Stock Consideration in the form of shares of Parent Common Stock equal to ten percent of the Pro Rata Portion of the Aggregate Consideration payable to the Supporting Stockholders (the “Escrowed Escrow Shares”) having a value, calculated on the basis of the Closing Price, equal to an aggregate amount of Four Million Five Hundred Thousand Dollars ($4,500,000). Parent shall be deemed to have contributed (on behalf of each such Company StockholderEscrow Participant) each Escrow Participant’s Pro Rata Allocation Portion of the Escrowed Shares as set forth on Escrow Amount to the Closing Consideration Schedule Escrow Account at such time, rounded to the nearest share (and the consideration payable to each such Company Stockholder Escrow Participant pursuant to this Article I Section 2.5(a) shall be reduced by such amountsamount). As used in this Agreement, the term “Escrow Amount” means, as of any moment in time, the amount then in the Escrow Account. Pursuant to the terms and subject to the conditions of the Escrow Agreement, the Escrow Agent shall establish an escrow account into which the Escrow Agent shall deposit the Escrowed Shares Escrow Amount (the “Escrow Account”). The timing and methodology for the release of the Escrowed Shares Escrow Amount shall be governed by the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement; provided, however, that each of Parent and the Stockholder Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the Escrowed Shares, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement. Subject to Section 1.9.(d2.6(d) and Section 12.2(c) hereof and the terms of the Escrow Agreement, in the event of a distribution of any amounts from the Escrow Account to the Company StockholdersEscrow Participants, each such Company Stockholder Escrow Participant shall be entitled to receive a portion of such distribution equal to such Company StockholderEscrow Participant’s Pro Rata Allocation Portion of such distribution. For purposes of satisfying any claims for indemnification under this Agreement, all shares of Parent Common Stock in the Escrow Account shall be deemed to have a value equal to the Price Per Share, as adjusted for any stock splits, dividends, combinations or the like, irrespective of the actual value of such shares at the time they are distributed from the Escrow Account. The Company Stockholders shall be treated as the owner of the Escrow Account for tax purposes. The Escrow Agreement shall provide that the Escrowed Shares will be entitled to receive all dividends declared and payable with respect to Parent Common Stock, any such dividends shall be added to the Escrow Account and may be used to satisfy claims for indemnification. The Company Stockholders shall be entitled to vote all Escrowed Shares on their own behalf.

Escrow of Consideration. In order to at least partially satisfy, and to establish a procedure for the satisfaction of, claims by Parent for payment by the Company Stockholders Equityholders of any post-Closing purchase price adjustment as set forth in Section 1.10 hereof and Claims by the Parent Indemnitees for indemnification pursuant to Article VII hereof, Parent, the Stockholder Representative and the Escrow Agent shall enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent an amount of shares of Parent Common Stock equal to ten percent of the Pro Rata Portion of the Aggregate Consideration payable to the Supporting Stockholders (the “Escrowed Shares”)Escrow Amount. Parent shall be deemed to have contributed (on behalf of each such Company StockholderEquityholder) each Company Equityholder’s Pro Rata Allocation Portion of the Escrowed Shares as set forth on the Closing Consideration Schedule (and the consideration payable to each such Company Stockholder pursuant to this Article I shall be reduced by such amounts)Escrow Amount. Pursuant to the terms and subject to the conditions of the Escrow Agreement, the Escrow Agent shall establish an escrow account into which the Escrow Agent shall deposit the Escrowed Shares Escrow Amount in accordance with the Escrow Agreement (the “Escrow Account”). The timing and methodology for the release of the Escrowed Shares Escrow Amount shall be governed by the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement; provided, however, that each of Parent and the Stockholder Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the Escrowed SharesEscrow Amount, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement. Subject to Section 1.9.(d1.7(d) and Section 7.2(a) hereof and the terms of the Escrow Agreement, in the event of a distribution of any amounts from the Escrow Account to the Company StockholdersEquityholders, each such Company Stockholder Equityholder shall be entitled to receive a portion of such distribution equal to such Company StockholderEquityholder’s Pro Rata Allocation Portion of such distribution. For purposes of satisfying any claims for indemnification under this Agreement, all shares of Parent Common Stock in the Escrow Account shall be deemed to have a value equal to the Price Per Share, as adjusted for any stock splits, dividends, combinations or the like, irrespective of the actual value of such shares at the time they are distributed from the Escrow Account. The Company Stockholders shall be treated as the owner of the Escrow Account for tax purposes. The Escrow Agreement shall provide that the Escrowed Shares will be entitled to receive all dividends declared and payable with respect to Parent Common Stock, any such dividends shall be added to the Escrow Account and may be used to satisfy claims for indemnification. The Company Stockholders shall be entitled to vote all Escrowed Shares on their own behalf.