Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the Expiration Date (the period of time from the Effective Time through and including the Expiration Date is referred to herein as the "Escrow Period"); and all shares of Broadcom Common Stock remaining in the Escrow Fund shall be distributed as set forth in the last sentence of this Section 7.2(c); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of Broadcom, subject to the objection of the Shareholder Agent and the subsequent arbitration of the matter in the manner as provided in Section 7.2(g) hereof, to satisfy any unsatisfied claims under this Section 7.2 concerning facts and circumstances existing prior to the termination of such Escrow Period which claims are specified in any Officer's Certificate delivered to the Depositary Agent prior to termination of such Escrow Period. As soon as all such claims, if any, have been resolved, the Depositary Agent shall deliver to the shareholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of shares of Broadcom Common Stock remaining in the Escrow Fund to the shareholders of the Company pursuant to this Section 7.2(c) shall be made ratably in proportion to their respective contributions to the Escrow Fund. Each shareholder of the Company who would otherwise be entitled to a fraction of a share of Broadcom Common Stock (after aggregating all fractional shares of Broadcom Common Stock to be received by such holder) shall be entitled to receive from Broadcom an amount of cash (rounded to the nearest whole cent) equal to the product of (a) such fraction, multiplied by (b) the Closing Price. Broadcom shall use its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after such resolution.
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at 5:00 p.m., Pacific Time, on the first anniversary of the Closing Date (the "Escrow Period"); and all amounts remaining in the Escrow Fund shall be distributed upon termination of the Escrow Period as set forth in the last sentence of this Section 8.2(c); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of Buyer, subject to the objection of Seller and the subsequent arbitration of the matter in the manner as provided in Section 8.2(g), to satisfy any unsatisfied claims under this Section 8.2 concerning facts and circumstances existing prior to the termination of such Escrow Period which claims are specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims, if any, have been resolved, the Escrow Agent shall promptly deliver to Seller the remaining portion of the Escrow Fund not required to satisfy such claims at the address set forth in Section 8.3 hereof (or at such other address for Seller as shall be later specified in accordance with provisions of Section 8.3 hereof.)
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. The Escrow Fund shall be established at or promptly following the Effective Time and shall be held by the Escrow Agent until 5:00 p.m. (Pacific Time) on the Expiration Date; provided that such portion of the Escrow Fund (consisting of a ratio of Redback Common Shares to Exchangeable Shares equal to the ratio of Redback Common Shares to Exchangeable Shares contributed to the Escrow Fund pursuant to Section 4.1) which, in the opinion of Redback, acting reasonably, is necessary to satisfy any claims made to the Escrow Agent in the manner provided in the Escrow Agreement prior to the Expiration Date shall remain in the Escrow Fund until such claims have been resolved. The portion of the Escrow Fund which is not required to satisfy such claims shall, as soon as practicable after the Expiration Date, be delivered by the Escrow Agent to the Persons who contributed the Escrow Securities to the Escrow Fund ratably in proportion to their respective contributions thereto and IN SPECIE according to the nature of the Escrow Securities contributed by each such Person.
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at 5:00 p.m., Pacific Time, on the Expiration Date (the period of time from the Closing Date through and including the Expiration Date is referred to herein as the "Escrow Period") and upon the Expiration Date all shares of Broadcom Common Stock remaining in the Escrow Fund shall be distributed to the Selling Shareholders or the Trust, as applicable (in the case of the Trust, if the Trust is not in existence at such time, to the Shareholder Agent, in each case on behalf of the shareholders); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of Broadcom, subject to the objection of the Shareholder Agent and the subsequent arbitration of the matter in the manner as provided in Section 8.2(g), to satisfy any unsatisfied claims under this Section 8.2 concerning facts and circumstances existing prior to the termination of such Escrow Period which claims are specified in any certificate signed by any officer of Broadcom (an "Officer's Certificate") delivered to the Depositary Agent prior to termination of such Escrow Period. As soon as all such claims, if any, have been resolved, the Depositary Agent shall deliver to the Trustee the remaining portion of the Escrow Fund not required to satisfy such claims. Broadcom shall use its commercially reasonable efforts to have such remaining portion of the Escrow Fund delivered within five Business Days after such resolution.
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at 11:59 p.m., Israel Time, on December 31, 2011 (the period of time from the Closing Date through and including 11:59 p.m. on December 31, 2011 is referred to herein as the "Escrow Period"). The Escrow Amount shall be distributed to the Company as follows: (i) at 11:59 p.m., Israel Time, on the first anniversary of the Closing Date, the remaining balance of the Escrow Amount (after payment of all claims and reserves for unsatisfied claims as of such date and time) that is in excess of four hundred sixty thousand United States Dollars (US $460,000) (the "Remainder") shall be distributed to the Company, and (ii) at 11:59 p.m., Israel Time, on December 31, 2011, all amounts remaining in the Escrow Fund shall be distributed to the Company; provided, however, that the distributions above shall not be made and the Escrow Period shall not terminate with respect to such amount (or some portion thereof) as may be necessary in the good faith judgment of the Purchaser, subject to the objection of the Company and the subsequent arbitration of the matter in the manner as provided in Section 7.2(g), to satisfy any unsatisfied claims under this Section 7.2 concerning facts and circumstances existing prior to the first anniversary of the Closing Date (with respect to the distribution from the Escrow Fund on such date) or the termination of such Escrow Period, as applicable, which claims are specified in any certificate signed by any officer of the Purchaser (an "Officer's Certificate") delivered to the Escrow Agent and to the Company prior to the first anniversary of the Closing Date (with respect to the distribution from the Escrow Fund on such date) or termination of such Escrow Period, as applicable. As soon as all such claims, if any, have been resolved, the Escrow Agent shall deliver to the Company the Remainder of the Escrow Fund or remaining portion of the Escrow Fund, as applicable, not required to satisfy such claims. The Purchaser shall use its commercially reasonable efforts to have such remaining portion of the Escrow Fund delivered within ten (10) Business Days after such resolution.
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the Expiration Date (the period of time from the Effective Time through and including the Expiration Date is referred to herein as the “Escrow Period”); and all cash then- remaining in the Escrow Fund shall be distributed as set forth in this Section 6.2(c) and in the Escrow Agreement. Subject to the following requirements, the Escrow Agent shall release the Escrow Fund to the Escrow Participants on the Expiration Date less (i) any amounts paid to Acquirer prior to such date in accordance with this Article 6 and the Escrow Agreement, and (ii) any amount that is reasonably necessary, as reflected in documentation provided by Acquirer to the Shareholder Agent in good faith, to satisfy any unsatisfied claims (including costs of defense) concerning facts and circumstances existing prior to the Expiration Date which claims are specified in any Claim Notice delivered to the Escrow Agent in good faith prior to the Expiration Date. Deliveries of cash remaining in the Escrow Fund on the Expiration Date to the Escrow Participants pursuant to this Section 6.2(c) shall be made ratably in proportion to their respective contributions to the Escrow Fund.
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the Expiration Date (the period of time from the Effective Time through and including the Expiration Date is referred to herein as the "Escrow Period"); and all shares of Broadcom Common Stock remaining in the Escrow Fund shall be distributed as set forth in the last sentence of this Section 7.2(c); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of Broadcom, subject to the objection of the Shareholder Agent and the subsequent arbitration of the matter in the manner as provided in Section 7.2(g), to satisfy
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence beginning on the Closing Date and shall terminate on the date which is three (3) years from the Closing Date. The FIC Stock in the Escrow Fund shall be distributed as follows: (i) on the date which is one year from the Closing Date, as long as the employment agreement between FICFS and Johnson, dated even date herewith (xxx "Employment Agreement") has not been terminated according to its terms, Purchaser shall distribute one-third (1/3) of the FIC Stock held in the Escrow Fund to Johnson; (ii) on the date xxxxx xs two years from the Closing Date, as long as the Employment Agreement has not been terminated according to its terms, Purchaser shall distribute one-half (1/2) of the remaining FIC Stock held in the Escrow Fund to Johnson; and (iii) on the date whxxx xx three years from the Closing Date, as long as the Employment Agreement has not been terminated according to its terms, Purchaser shall distribute the remaining FIC Stock held in the Escrow Fund to Johnson. Any sales of FIC Stock xxleased from the Escrow Fund will remain subject to compliance with applicable federal and state securities laws.
Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence beginning on the Closing Date and shall terminate on March 31, 2008 (the "Termination Date"). The FIC Stock in the Escrow Fund shall be distributed as follows:
(i) Purchaser shall distribute to Sellers, or their heirs or successors, 20% of the FIC Stock held in the Escrow Fund each year (the "Annual Distribution"), subject to the requirements set forth in the following subsections of this Section 1.2(b). The first Annual Distribution shall occur on March 31, 2004 and each Annual Distribution thereafter shall be on March 31st of each subsequent year, with the final Annual Distribution to occur on March 31, 2008 (each March 31st shall be referred to herein as a "Distribution Date").
(ii) Sellers agree that the pro forma financial statement ("Pro Forma Financials") attached hereto as Schedule 1.2(b), is a fair and reasonable estimate of the future net income of the Companies. The estimated net income level for each year reflected in the Pro Forma Financials shall be referred to as the "Target Annual Net Income". Within seventy-five (75) days after the end of each calendar year, starting with the year ending December 31, 2003 and ending with the year ending December 31, 2007, the Company shall calculate the actual net income of the Companies for such taxable calendar year (the "Companies Net Income"). As long as the Companies Net Income for such calendar year is equal to the Target Annual Net Income for such calendar year, Purchaser shall release to Sellers the Annual Distribution for such year by the Distribution Date. Such FIC Stock released to Sellers shall be free and clear of all Encumbrances, however, shall be subject to the restrictions set forth in Section 4.4 herein.
(iii) If the Companies Net Income is less than the Target Annual Net Income for any given calendar year, then the Annual Distribution for such year shall be decreased as follows: in any calendar year, for each 2% that the Companies Net Income is below the Target Annual Net Income, Purchaser shall withhold 1% of the Annual Distribution for such year. For example, if the Companies Net Income in any calendar year is only 90% of the Target Annual Net Income, Purchaser will withhold 5% of the Annual Distribution for such year and distribute the remaining Annual Distribution to Sellers by the Distribution Date for such year. The decrease in the Annual Distribution for any year may not exceed 30% of the Annual Distribut...
