Common use of Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period Clause in Contracts

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 Effective Time and shall terminate at 5:00 p.m., 11:59 p.m. Pacific Time, 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 Date. All shares of Broadcom Parent Common Stock and cash (if any) thereafter remaining in the Escrow Fund shall be distributed as set forth in the last sentence of this Section 7.2(c8.2(c); provided, however, that the Escrow Period shall not terminate with respect to such amount remaining shares and cash (or some such portion thereof) that is as may be necessary in the reasonable good faith judgment of BroadcomParent, 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) hereof8.2(g), to satisfy any unsatisfied claims under this Section 7.2 concerning facts and circumstances existing prior to the termination of such the Escrow Period which claims are specified in any Officer's an Escrow Claim Certificate delivered to the Depositary Depository Agent prior to termination of such the Escrow Period. As soon as all such claims, if any, have been resolved, the Depositary Depository Agent shall deliver to the shareholders of the Company Shareholders and Management Participants the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of shares of Broadcom Parent Common Stock and cash (if any) remaining (as of the date of termination of the Escrow Period) in the Escrow Fund to the shareholders of the Company Shareholders and Management Participants pursuant to this Section 7.2(c8.2(c) shall be made promptly and ratably in proportion to their Company Shareholders’ and Management Participants’ respective contributions to the Escrow Fund. Each shareholder of the Company Shareholder and Management Participant who would otherwise be entitled to a fraction of a share of Broadcom Parent Common Stock (after aggregating all fractional shares of Broadcom Parent Common Stock to be received by such holder) shall be entitled to receive from Broadcom Parent 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 average closing price of Parent Common Stock, calculated to have seven decimal places, on The Nasdaq National Market as reported in the Wall Street Journal (or, in the event of dispute between Parent and the Company as to the accuracy of the prices so reported, the Nasdaq website or another reasonably reliable source mutually acceptable to the parties) during the ten (10) consecutive market trading days prior to such shares and cash delivered within five (5) Business Days after such resolutiondistribution of 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 General Expiration Date (with respect to the General Escrow Amount) and on the IP Expiration Date (with respect to the IP Escrow Amount) (the period of time from the Effective Time through and including the Expiration Date applicable expiration date is referred to herein as the "Escrow Period"); and all shares of Broadcom Parent Common Stock remaining in the Escrow Fund shall be distributed as set forth below in the last sentence of this Section 7.2(c); provided, however, that the applicable Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of BroadcomParent, 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 applicable Escrow Period which claims are specified in any Officer's Certificate delivered to the Depositary Agent prior to termination of such applicable 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 Parent 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 Parent Common Stock (after aggregating all fractional shares of Broadcom Parent Common Stock to be received by such holder) shall be entitled to receive from Broadcom Parent 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 Parent shall use its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days as promptly as practicable after such resolution. Parent may at any time prior to the first release of any portion of the General Escrow Amount to the Company shareholders determine whether a claim which it may make against either the General Escrow Amount or the IP Escrow Amount shall be settled from the General Escrow Amount or the IP Escrow Amount and, if previously settled from one of the escrow amounts, may prior to such release cause a reallocation between the escrow amounts to reflect such determination. For purpose of clarity, at the expiration of the Escrow Period relating to the General Escrow Amount, only such remaining portion of the Escrow Fund which relates to the General Escrow Amount shall be available for distribution to the Company's shareholders, while the portion of the Escrow Fund which relates to the IP Escrow Amount shall remain in the escrow.

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., 11:59 p.m. Pacific Time, Time on the Expiration Date (the period of time from the Effective Time through and including 11:59 p.m. Pacific Time on the Expiration Date is referred to herein as the "“Escrow Period"”); provided that the Escrow Cash (less any Escrow Cash previously distributed and less any Escrow Cash subject to any unresolved (or resolved in favor of the Buyers but not distributed) claims for indemnification which have been duly made by the Buyers in accordance with the terms hereof) shall be distributed to Xxxxx on the third Business Day after Escrow Agent receives written notice from Cimatron stating that three (3) months have passed since the receipt by Cimatron of the later of (i) the 2007 Financial Statements, (ii) the Company’s Pre-Closing Tax Return for 2007, which tax return has been previously filed, or (iii) the Xxxxx’ Tax Return, which tax return has been previously filed, and all cash and shares of Broadcom Common Stock thereafter remaining in the Escrow Fund shall be distributed as set forth in the last sentence to Xxxxx (except for any amount of this Section 7.2(c); provided, however, that the Escrow Period shall not terminate with respect to such amount any unresolved (or some portion thereof) that is necessary resolved in the reasonable judgment of Broadcom, subject to the objection favor of the Shareholder Agent and Buyers but not distributed) claims for indemnification which have been duly made by the subsequent arbitration of Buyers in accordance with the matter in terms hereof) on 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 first Business Day following 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 Escrow Agent shall deliver to the shareholders of the Company Xxxxx 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 Effective Time and shall terminate at 5:00 p.m., Pacific Dallas 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 Parent Common Stock remaining in the Escrow Fund shall be distributed as set forth in the last sentence of this Section 7.2(c8.2(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 BroadcomParent, subject to the objection of the Shareholder Stockholder Agent and the subsequent arbitration resolution of the matter in the manner as provided in Section 7.2(g8.2(g) hereof, to satisfy any unsatisfied written claims under this Section 7.2 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 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 stockholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of shares of Broadcom Parent Common Stock remaining in the Escrow Fund to the shareholders of the Company stockholders pursuant to this Section 7.2(c8.2(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 Fund and Parent shall use all its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after of 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 Effective Time and shall terminate at 5:00 p.m., Pacific TimeNew York City 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 and, immediately following the termination of the Escrow Period, all shares of Broadcom Buyer 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 BroadcomBuyer, subject to the objection of the Shareholder Agent Representative and the subsequent arbitration resolution of the matter in the manner as provided in Section 7.2(g) hereof, to satisfy any unsatisfied written 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 Shareholders 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 claims and Buyer shall use all its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after business days of such resolution. Upon receipt by the Depositary Agent of written instructions signed by Buyer and the Shareholder Representative, the shares of Buyer Common Stock remaining in the Escrow Fund shall be delivered to the Shareholders ratably in proportion to the respective contributions on their behalf 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"”) (except for claims for fraud or willful misconduct or willful misrepresentation which shall survive for the applicable statute of limitations); and all shares of Broadcom Common Stock remaining merger consideration remain-ing in the Escrow Fund shall be distributed as set forth in the last sentence of this Section 7.2(c); provided, however, that ) and in the Escrow Period Agreement. Subject to the following requirements, the Escrow Agent shall release from the Escrow Fund to the Escrow Participants on the date that is twelve (12) months from the Closing Date (the “Intermediate Release Date”) an amount equal to one-half the Escrow Amount minus any amounts paid to Acquirer prior to such date in accordance with this Article 7 and the Escrow Agreement and any amounts set forth in any pending notices of any unsatisfied claims which are specified in any Officer’s Certificate delivered to the Escrow Agent and the Stockholder Agent prior to the Intermediate Release Date. In addition, on the Intermediate Release Date the Escrow Agent shall release to Acquirer the balance remaining of the Dissenters Amount. All amounts remaining after the Immediate Release Date shall be available for indemnification pursuant to this Article 7 and shall be released, to the extent any amounts then remain and are not terminate subject to pending notices of unsatisfied claims, together with any remaining Disbursement Amount on the Expiration Date. Notwithstanding the foregoing, the Escrow Fund will not be released with respect to such amount (or some portion thereof) that is necessary reasonably necessary, as reflected in the reasonable judgment of Broadcom, subject documentation provided by Acquirer to the objection of the Shareholder Agent and the subsequent arbitration of the matter Stockholder Representative in the manner as provided in Section 7.2(g) hereofgood faith, to satisfy any unsatisfied claims (including costs of defense) under this Section 7.2 concerning facts and circumstances existing prior to the Intermediate Release Date or the termination of such Escrow Period which claims are specified in any Officer's ’s Certificate delivered to the Depositary Escrow Agent in good faith prior to the Intermediate Release Date or 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 claimsapplicable. Deliveries of shares of Broadcom Common Stock cash remaining in the Escrow Fund Fund, on the Intermediate Release Date or termination of the Escrow Period, as applicable, to the shareholders of the Company Escrow Participants pursuant to this Section 7.2(c) shall be made ratably in proportion to their respective contributions to the Escrow Fund. Each shareholder of Fund and 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 resolutionDisbursement Amount.

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 General Expiration Date (with respect to the General Escrow Amount) or the IP Expiration Date (with respect to the IP Escrow Amount) (the period of time from the Effective Time through and including the General Expiration Date or the IP Expiration Date, as the case may be, is referred to herein as the "Escrow Period"); and all shares of Broadcom Parent 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 BroadcomParent, subject to the objection of the Shareholder Stockholder 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 Escrow Agent prior to termination of such Escrow Period. As soon as all such unsatisfied claims, if any, have been resolved, the Depositary Escrow Agent shall deliver to the shareholders stockholders of the Company the remaining portion of the Escrow Fund not required to satisfy such unsatisfied claims. Deliveries of shares of Broadcom Parent Common Stock remaining in the Escrow Fund to the shareholders stockholders 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 stockholder of the Company who would otherwise be entitled to a fraction of a share of Broadcom Parent Common Stock (after aggregating all fractional shares of Broadcom Parent Common Stock to be received by such holder) shall be entitled to receive from Broadcom Parent an amount of cash (rounded to the nearest whole cent) equal to the product of (ai) such fraction, multiplied by (bii) the Closing Price. Broadcom Parent shall use its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after such resolution.its

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 Parent 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 BroadcomParent, 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 Escrow Agent prior to termination of such Escrow Period. As soon as all such claims, if any, have been resolved, the Depositary Escrow 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 Parent 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 Fund and Parent shall use all its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after of 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 Effective Time and shall terminate at 5:00 p.m., Pacific Dallas 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 Buyer 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 BroadcomBuyer, subject to the objection of the Shareholder Agent Representatives and the subsequent arbitration resolution of the matter in the manner as provided in Section 7.2(g) hereof, to satisfy any unsatisfied written 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 Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of shares of Broadcom Buyer Common Stock remaining in the Escrow Fund to the shareholders of the Company Shareholders pursuant to this Section 7.2(c) shall be made ratably in proportion to their the respective contributions on their behalf 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 Fund and Buyer shall use all its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after business days of such resolution. In the case of any entitlement to a fractional share of Buyer Common Stock upon distribution, each such Shareholders shall receive in lieu thereof a cash payment equal (i) such fractional part of a share of Buyer Common Stock multiplied by (ii) the closing price on the NYSE (as reported in the New York City edition of the Wall Street Journal or, if not reported thereby, another nationally recognized source) for a share of Buyer Common Stock on the last trading day preceding such distribution date. Buyer shall make available to the Depositary Agent the funds necessary to make such payments in lieu of fractional shares, and in connection therewith, the Depositary Agent will deliver to Buyer the shares of Buyer Common Stock to which such payments relate.

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 Parent 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 BroadcomParent, 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 Parent Common Stock and Exchangeable Shares 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 Fund and Parent shall use all its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after of 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 Effective Time and shall terminate at 5:00 p.m., p.m. Pacific Time, on time upon the Expiration Date first date upon which (i) there are no assets in the Escrow Fund and (ii) it is not possible that any future deposits will be made into the Escrow Fund (the period of time from the Effective Time through and including the Expiration Date such first date and time is referred to herein as the "Escrow Period"); and all . All shares of Broadcom Parent Common Stock and any other securities, property, rights or privileges remaining in the Escrow Fund at 5:00 p.m. Pacific Time on the Expiration Date shall be distributed at such time as set forth in the last sentence of this Section 7.2(c); provided, however, that the Escrow Period shall not terminate amount of such assets equal to the Funded Fraction of the sum of all Reasonable Amounts with respect to all Asserted Claims as of the Expiration Date shall not be distributed, but instead shall be retained in the Escrow Fund. The "Funded Fraction" as of any date of determination shall mean the fraction having as its numerator the amount of the Escrow Fund as of such date and as its denominator the total amount (or some portion thereof) that is of the Escrow Amount as of such date. The "Reasonable Amount" with respect to any claim shall equal the amount necessary in the reasonable judgment of BroadcomParent, subject to the objection of the Shareholder Stockholder Agent and the subsequent arbitration of the matter in the manner as provided in Section 7.2(g) hereof), to satisfy such claim. An "Asserted Claim" as of any date shall mean an unsatisfied claims claim under this Section 7.2 (brought within the applicable time limits specified in Section 7.1) concerning facts and circumstances existing prior to the termination of such Escrow Period date, which claims are claim is specified in any Officer's Certificate timely delivered to the Depositary Agent prior to termination of such Escrow Perioddate. As soon as all any such claimsAsserted Claim, if any, have has been resolved, the Depositary Agent shall deliver to the shareholders stockholders of the Company their respective shares of the remaining portion of the Escrow Fund not required in excess of the Funded Fraction of the sum of the Reasonable Amounts for all Asserted Claims as of such date. As soon as there are no remaining unsatisfied Asserted Claims, the entire remaining balance of the Escrow Fund shall be distributed to satisfy such claimsthe stockholders of the Company in accordance with the last sentence of this Section 7.2(c). Deliveries of shares of Broadcom Parent Common Stock and any other securities, property, rights or privileges remaining in the Escrow Fund to the shareholders stockholders of the Company pursuant to this Section 7.2(c) shall be made ratably as set forth in proportion to their respective contributions to the Escrow FundSection 1.10(a)(iii). Each shareholder of the Company Stockholder who would otherwise be entitled to a fraction of a share of Broadcom Parent Common Stock in connection with such delivery (after aggregating all fractional shares of Broadcom Parent Common Stock to be received by such holderholder in connection with such delivery) shall be entitled to receive from Broadcom Parent 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 Parent and the Depository Agent shall use its their commercially reasonable efforts to have such shares and cash other distributable items delivered within five (5) Business Days after such resolution and in any event shall cause such distribution to occur in full no later than thirty (30) calendar days after such resolution.

Escrow Period; Distribution of Escrow Fund upon Termination of Escrow Period. Subject Prior to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 5 p.m., Pacific Eastern Time, on the Expiration Date date that is fourteen (14) months after the date of this Agreement (the "Expiration Date"; and such period of time from the Effective Time date of this Agreement through and including the Expiration Date is referred to herein as Date, the "Escrow Expiration Period"); , subject to the time limitations set forth in the Merger Agreement, (a) the Buyer may make claims for (i) the difference between the Closing Working Capital and the Estimated Working Capital, if negative, and/or (ii) the difference between the Closing Cash Exhibit 3.1-2 Balance and the Estimated Cash Balance, if negative, in accordance with Section 3.2 of the Merger Agreement, and (b) the Buyer Indemnified Parties may make claims for indemnifiable Losses, in accordance with Section 8.2 of the Merger Agreement, and in each such case the Escrow Amount shall be used to satisfy all shares of Broadcom Common Stock such adjustments or indemnifiable Losses. All amounts remaining in the Escrow Fund on the Expiration Date shall be distributed to the Equityholders or employees of the Company as set forth in the Agreement. The foregoing notwithstanding, the Escrow Period shall not terminate with respect to such amounts (or any portion thereof) that are necessary in the reasonable judgment of Buyer, subject to the objection of the Shareholder Representative and the subsequent resolution of the matter in the manner as provided in Section 5, to satisfy any unsatisfied claims under the Merger Agreement existing prior to the termination of the Escrow Period, which claims are made in accordance with Section 3 below; provided that any portion of the Escrow Fund not subject to such claims 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 Period2. As soon as all such claims, if any, have been resolved, the Depositary Escrow Agent shall deliver to the shareholders of the Company the Equityholders all amounts remaining portion of in the Escrow Fund (including all accrued but unpaid interest thereon) not required to satisfy such claims. Deliveries of shares of Broadcom Common Stock amounts remaining in the Escrow Fund to the shareholders Equityholdersor employees of the Company pursuant to this Section 7.2(c) 2 shall be made ratably in proportion accordance with Schedule A hereto (with respect to their respective contributions Equityholders) and in accordance with instructions from a committee established to administer the Employee Retention Bonus Escrow Fund. Each shareholder Amount (with respect to employees 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 resolutionCompany).

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 Parent 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 BroadcomParent, 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 written 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 Parent 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 Fund and Parent shall use all its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after of 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 Effective Time and shall terminate at 5:00 p.m.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 Parent Common Stock remaining in the Escrow Fund shall be distributed by the Depositary Agent (as set forth provided to the Depositary Agent by Parent in writing) ratably in proportion to each shareholders' respective contributions to the last sentence of this Section 7.2(c)Escrow Fund (as provided to the Depositary Agent by Parent in writing) and Parent shall use all its commercially reasonable efforts to have such shares delivered within five business days after the Expiration Date; provided, however, that the Escrow Period shall not terminate with in respect to of such amount (or some portion thereof) that is necessary in the reasonable judgment of BroadcomParent, subject to the objection of the Shareholder Agent and the subsequent arbitration resolution of the matter in the manner as provided in Section 7.2(g) hereof9.2(g), to satisfy any unsatisfied written claims under this Section 7.2 9.2 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 resolvedUpon resolution of each individual claim described above and upon specific written instructions by Parent and the Shareholder Agent, the Depositary Agent shall deliver the remaining amount, if any, of the portion of the Escrow Fund designated for such individual claim after the resolution of such claim to the shareholders of the Company. Deliveries to the shareholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of shares of Broadcom Parent Common Stock remaining in the Escrow Fund to following the shareholders of the Company pursuant to this Section 7.2(c) Expiration Date 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 Fund (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 as provided to the nearest whole centDepositary Agent by Parent in writing) equal to the product of (a) such fraction, multiplied by (b) the Closing Price. Broadcom and Parent shall use all its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days business days after the date of 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 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 mediation and/or litigation 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.from

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 TimeNew York time, on the date that is fifteen months following Closing (the "Expiration Date 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 Parent Common Stock remaining in the Escrow Fund shall be distributed as set forth in the last sentence of this Section 7.2(c7.4(c); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that as 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 7.4 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 Parent Common Stock remaining in the Escrow Fund to the shareholders of the Company pursuant to this Section 7.2(c7.4(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 Parent 42 Common Stock (after aggregating all fractional shares of Broadcom Parent Common Stock to be received by such holder) shall be entitled to receive from Broadcom an amount Parent (that number of cash (shares of Parent Common Stock rounded to the nearest whole cent) equal to the product of (a) such fraction, multiplied by (b) the Closing Pricenumber). Broadcom Parent shall use its commercially reasonable efforts to have such shares and cash delivered within five (5) Business Days after such resolution.