Common use of Escrow of Parent Common Stock Clause in Contracts

Escrow of Parent Common Stock. Upon the Closing, Parent shall withhold the shares of Parent Common Stock to be delivered to the Escrow Agent pursuant to Section 1.8(a)(ii) (the "Escrow Shares") and deliver such shares to Xxxxxx Trust Company of California, as escrow agent (the "Escrow Agent"), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under Section 9 hereof. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit D (the "Escrow Agreement"). The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent and will be held by the Escrow Agent for a period of one year from the Closing Date (the "Escrow Period"); provided however that in the event any Indemnitee has made a claim under Section 9 prior to the end of the Escrow Period, then the Escrow Period shall continue until such claim is fully and finally resolved. In the event that this Agreement is adopted by the Company's stockholders, then all such stockholders shall, without any further act of any Company stockholder, be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral to secure the rights of the Indemnitees under Section 9 in the manner set forth herein and in the Escrow Agreement, and (ii) the appointment of the Company Stockholders' Representative (as defined in Section 10.1) as the representative under the Escrow Agreement of the Persons receiving Merger Consideration under this Agreement and as the attorney-in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).

Escrow of Parent Common Stock. (a) Upon the Closing, Parent shall withhold the shares of Parent Common Stock to be delivered to the Escrow Agent pursuant to Section 1.8(a)(ii) (the "Escrow Shares") Shares and deliver such shares to Xxxxxx Trust Company a bank or trust company with assets of California, at least $100,000,000 selected by Parent as escrow agent (the "Escrow Agent"), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under Section 9 hereofhereof and as a "purchase price adjustment fund" in the event that there are insufficient Adjustment Shares to fund any Parent Adjustment Amount pursuant to Section 1.14. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit D B-1 (the "Escrow Agreement"). The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent and will be held in an indemnification fund by the Escrow Agent for a period of one year until April 15, 2003 (from the Closing Date (Effective Time to such date, the "Escrow Period"); provided provided, however that in the event any Indemnitee has made a claim under Section 9 prior to the end of the Escrow Period, then the Escrow Period shall continue (and the Escrow Agent will continue to hold such shares in escrow) until such claim is fully and finally resolved. In the event that the principal terms of this Agreement is adopted are approved by the Company's stockholdersshareholders, then all such stockholders shareholders shall, without any further act of any Company stockholdershareholder, be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral to secure the rights of the Indemnitees under Section 9 in the manner set forth herein and in the Escrow Agreement, and (ii) the appointment of the Company StockholdersShareholders' Representative (as defined in Section 10.1) as the representative under the Escrow Agreement of the Persons receiving Merger Consideration under this Agreement and as the attorney-in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).

Escrow of Parent Common Stock. Upon the Closing, Parent shall withhold the shares of Parent Common Stock to be delivered to the Escrow Agent pursuant to Section 1.8(a)(ii) (the "Escrow Shares") Shares and deliver such shares to Xxxxxx Trust Company of CaliforniaU.S. Bank National Association, as escrow agent (the "“Escrow Agent"”), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees Indemnified Parties under Section 9 6 hereof. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit D 1.11 (the "“Escrow Agreement"”). The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent and will be held by the Escrow Agent for a period of one year from until the date that is eighteen (18) months after the Closing Date (the "“Escrow Period"”); provided however provided, however, that in the event any Indemnitee Indemnified Party has made a claim under Section 9 6 prior to the end of the Escrow Period, then the Escrow Period shall continue (and the Escrow Agent will continue to hold such shares in escrow) until such claim is fully and finally resolved. In the event that this Agreement is adopted by the Company's ’s stockholders, then all such stockholders shall, without any further act of any Company stockholderStockholder, be deemed to have consented to and approved (ia) the use of the Escrow Shares as collateral to secure the rights of the Indemnitees Indemnified Parties under Section 9 6 in the manner set forth herein and in the Escrow Agreement, (b) such stockholder’s obligation to indemnify the Indemnified Parties for Special Losses pursuant to Section 6.7 of this Agreement and (iic) the appointment of the Company Stockholders' ’ Representative (as defined in Section 10.1) as the representative under the Escrow Agreement of the Persons receiving Merger Consideration under this Agreement and as the attorney-in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).

Escrow of Parent Common Stock. Upon the Closing, Parent shall withhold the shares of Parent Common Stock to be delivered to the Escrow Agent pursuant to Section 1.8(a)(ii) (the "Escrow Shares") and deliver such shares to Xxxxxx U.S. Bank Trust Company of CaliforniaNational Association, as escrow agent agent, or such other financial institution reasonably acceptable to the Company (the "Escrow Agent"), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under Section 9 hereof9. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit D B (the "Escrow Agreement"). The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent and will be held by the Escrow Agent for a period of one year from the Closing Date (the "Escrow Period"); provided however PROVIDED HOWEVER that in the event any Indemnitee has made a claim under Section 9 prior to the end of the Escrow Period, then the Escrow Period shall continue until such claim is fully and finally resolved. In the event that this Agreement is adopted by the Company's stockholders, then all such stockholders shall, without any further act of any Company stockholder, be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral to secure the rights of the Indemnitees under Section 9 in the manner set forth herein and in the Escrow Agreement, and (ii) the appointment of the Company Stockholders' Representative (as defined in Section 10.111.1) as the representative under the Escrow Agreement of the Persons receiving Merger Stock Consideration under this Agreement and as the attorney-in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).

Escrow of Parent Common Stock. Upon the Closing, Parent shall withhold the shares of Parent Common Stock to be delivered to the Escrow Agent pursuant to Section 1.8(a)(ii) (the "Escrow Shares") and deliver such shares to Xxxxxx U.S. Trust Company of CaliforniaCompany, N.A., as escrow agent (the "Escrow Agent"), to be held by the Escrow Agent as collateral to (i) secure the rights of the Indemnitees under Section 9 hereof, and (ii) satisfy the obligations of the Company pursuant to Section 12.3 hereof. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit D E (the "Escrow Agreement"). The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent and will be held by the Escrow Agent for a period of one year from the Closing Date (the "Escrow Period")) except to the extent any Company shareholder elects to substitute cash for such Company Shareholder's portion of the Escrow Shares in accordance with the terms of the Escrow Agreement, in which case such substituted cash shall be held by the Escrow Agent for the remainder of the Escrow Period; provided however that in the event any Indemnitee has made a claim under Section 9 or Section 12.3 prior to the end of the Escrow Period, then the Escrow Period shall continue until such claim is fully and finally resolved. In the event that this Agreement is adopted by the Company's stockholdersshareholders, then all such stockholders shareholders shall, without any further act of any Company stockholdershareholder, be deemed to have consented to and approved (i) the use of the Escrow Shares (or substituted cash) as collateral to secure the rights of the Indemnitees under Section 9 in the manner set forth herein and in the Escrow Agreement, (ii) the use of the Escrow Shares (or substituted cash) to fulfill any obligations arising pursuant to Section 12.3, and (iiiii) the appointment of the Company StockholdersShareholders' Representative (as defined in Section 10.112.1) as the representative under the Escrow Agreement of the Persons receiving Merger Consideration under this Agreement and as the attorney-attorney- in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).