Common use of Escrow; Payment of Successor Major Transaction Consideration Clause in Contracts

Escrow; Payment of Successor Major Transaction Consideration. Following the receipt of a Major Transaction Early Termination Notice in respect of a Successor Major Transaction from Holder, the Company shall not effect a Successor Major Transaction with respect to which Holder has elected a Successor Major Transaction Conversion unless either (A) it obtains, as a condition precedent to such Major Transaction, the written agreement of the Successor Entity that payment of the Successor Major Transaction Consideration shall be made to Holder concurrently with consummation of such Successor Major Transaction, or (B) it shall place the Successor Major Transaction Consideration into an escrow account with an independent escrow agent, and shall instruct the escrow agent to deliver the Successor Major Transaction Consideration to Holder, concurrently with the consummation of the Major Transaction. Notwithstanding clauses (A) and (B) above, Holder shall be treated on a pari passu basis with, and shall not have priority to payments to, the holders of Common Stock in connection with a Major Transaction. For purposes of determining the amount required to be placed in escrow pursuant to the provisions of this subsection (iv) and without affecting the amount of the actual Successor Major Transaction Consideration, the calculation of the price referred to in clause (1) of the first column of Schedule 1 hereto with respect to Stock Price shall be determined based on the Closing Market Price (as defined on Schedule I) of the Common Stock on the Trading Day immediately preceding the date that the Successor Major Transaction Consideration is deposited with the escrow agent.

Escrow; Payment of Successor Major Transaction Consideration. Following the receipt of a Major Transaction Early Termination Notice in respect of a Successor Major Transaction from Holder, the Company shall not effect a Successor Major Transaction with respect to which Holder has elected a Successor Major Transaction Conversion unless either (A) it obtains, as a condition precedent to such Major Transaction, the written agreement of the Successor Entity that payment of the Successor Major Transaction Consideration shall be made to Holder concurrently with consummation of such Successor Major Transaction, or (B) it shall place the Successor Major Transaction Consideration into an escrow account with an independent escrow agent, and shall instruct the escrow agent to deliver the Successor Major Transaction Consideration to Holder, concurrently with the consummation of the Major Transaction. Notwithstanding clauses (A) and (B) above, Holder shall be treated on a pari passu basis with, and shall not have priority to payments to, the holders of Common Stock in connection with a Major Transaction. For purposes of determining the amount required to be placed in escrow pursuant to the provisions of this subsection (iv) and without affecting the amount of the actual Successor Major Transaction Consideration, the calculation of the price referred to in clause (1) of the first column of Schedule 1 hereto with respect to Stock Price shall be determined based on the Closing Market Price (as defined on Schedule I1) of the Common Stock on the Trading Day immediately preceding the date that the Successor Major Transaction Consideration is deposited with the escrow agent.