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

Escrow Period; Distribution upon Termination of Escrow Period. The Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at the end of twelve (12) months from the Closing date at 5:00 p.m., California Time (the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any Escrow Shares necessary to satisfy any then pending and unsatisfied claims. Any such claims shall be specified in an Officer’s Certificate delivered to the Escrow Agent on or anytime prior to the expiration of the Escrow Period with respect to facts and circumstances existing prior to the expiration of such Escrow Period. Following the expiration of the Escrow Period and as soon as all such claims have been resolved, the Escrow Agent shall deliver to the Sellers, upon receipt by the Escrow Agent of written instructions from Representative regarding the distribution (including the number of Escrow Shares to be distributed to each Seller), the relevant portion of the Escrow Fund, if any, to be distributed and not required to satisfy such claims (the “Remaining Portion”). Delivery of the Escrow Shares to the Sellers pursuant to this Section 6 shall be made in proportion to their respective Pro Rata Percentages of the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Period. The (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date Effective Time and shall terminate at the end of twelve (12) months from the Closing date at 5:00 p.m., California Time local time at Purchaser’s corporate headquarters in California, on the date thirty (30) days after the Survival Date (the “Escrow Period”), and the Escrow Agent shall distribute the shares in the Escrow Fund to the Scheme Shareholders following such termination except as set forth below; provided, however, that the Escrow Period Fund shall not terminate with respect to any Escrow Shares necessary to satisfy amount in respect of any then pending and unsatisfied claims. Any such claims shall be specified in an any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent on and the Shareholder Representative (or anytime the Shareholder(s) in the event that indemnification is being sought hereunder directly from such Scheme Shareholder(s)) prior to the expiration of the Escrow Period termination date with respect to facts and circumstances existing prior to the expiration of Survival Date, and any such Escrow Periodamount shall not be distributed to the Scheme Shareholders at such time. Following the expiration of the Escrow Period and as As soon as all such claims have been resolved, the Escrow Agent shall deliver cause to be delivered to the Sellers, upon receipt by Scheme Shareholders the Escrow Agent of written instructions from Representative regarding the distribution (including the number of Escrow Shares to be distributed to each Seller), the relevant remaining portion of the Escrow Fund, if any, to be distributed and not required to satisfy such claims (the “Remaining Portion”)Unresolved Claims. Delivery Deliveries of the Escrow Shares Amount out of the Escrow Fund to the Sellers Shareholders pursuant to this Section 6 7.5(d) shall be made in proportion to their respective Pro Rata Percentages Portions of the remaining shares in the Escrow Fund, with the amount delivered to each Scheme Shareholder rounded to the nearest whole number of shares of Purchaser Common Stock.

Escrow Period; Distribution upon Termination of Escrow Period. The (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date Effective Time and shall terminate at the end of twelve (12) months from the Closing date at 5:00 p.m., California Time local time at Parent’s corporate headquarters in California, on the date five (5) business days after the one year anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the shares in the Escrow Fund to the Stockholders following such termination except as set forth below; provided, however, that the Escrow Period Fund shall not terminate with respect to any Escrow Shares necessary to satisfy amount in respect of any then pending and unsatisfied claims. Any such claims shall be specified in an any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent on and the Stockholder Representative (or anytime the Stockholder(s) in the event that indemnification is being sought hereunder directly from such Stockholder(s)) prior to the expiration of the Escrow Period termination date with respect to facts and circumstances existing prior to such date, and any such amount shall not be distributed to the expiration of Stockholders at such Escrow Periodtime. Following the expiration of the Escrow Period and as As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Sellers, upon receipt by the Escrow Agent of written instructions from Representative regarding the distribution (including the number of Escrow Shares to be distributed to each Seller), the relevant remaining portion of the Escrow Fund, if any, to be distributed and not required to satisfy such claims (the “Remaining Portion”)Unresolved Claims. Delivery Deliveries of the Escrow Shares Amount out of the Escrow Fund to the Sellers Stockholders pursuant to this Section 6 7.4(d) shall be made in proportion to their respective Pro Rata Percentages Portions of the remaining shares in the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest whole number of shares of Parent Common Stock.