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

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California time, on the Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 8.2(b) shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California time, on the Expiration Date (the "“Escrow Period"”), at which time all shares and other property in the Escrow Fund, after payment to (x) the Securityholder Agent of any fees and expenses to which it is entitled hereunder, but which have not been paid because of the limitations on such payment imposed by the Securityholder Agent Reimbursement Limit, and (y) Parent of $20,000 as reimbursement for fees payable to the Securityholder Agent in accordance with subsection (i) herein, shall be distributed to the Company stockholders on a pro rata basis based upon such stockholders initial contribution to the Escrow Fund; provided, however, further that the Escrow Period shall not also terminate with respect to such amount (or some portion thereof), that together with the aggregate amount ) remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parentwhich, subject to the objection of Parent and the Securityholder Agent, is transferred by the Escrow Agent to the registry of a court of competent jurisdiction and the subsequent prior arbitration of the matter in the manner provided in Section 8.2(g7.2(g) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum At the end of the Securityholder Agent and ParentEscrow Period, the Escrow Agent shall deliver to the stockholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Company Escrow Amounts to the stockholders of the Company (i) pursuant to this Section 8.2(b7.2(c) or (ii) by the court to which some or all of the Escrow Fund has been transferred and has rendered a final judgment as to the proper disposition of such portion of the Escrow Fund, shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow AmountFund.

Escrow Period; Distribution upon Termination of Escrow Periods. 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. (California time, Time) on the Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided, however, that . The date of commencement of the Escrow Period and the Expiration Date shall not terminate with respect be certified to such the Escrow Agent in a certificate signed by Parent and the Securityholder Agent. Such amount (or some portion thereof), ) that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment judgement of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g7.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such the Escrow Period and as are specified in any an Officer's Certificate delivered to the Escrow Agent prior to the termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon as any or all such claims have been resolved, resolved as evidenced by the written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company Stockholders the remaining portion of the Escrow Fund that is not required to satisfy such claims; provided. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent at or prior to the termination of the Escrow Period, howeverupon termination of the Escrow Period, the Escrow Agent Agent, without further authorization or instruction, shall release to promptly distribute the stockholders of the Company on the Expiration Date such portion remainder of the Escrow Fund that is to the Company Stockholders in excess accordance with the provisions of the amount in dispute of any unsatisfied claimsthis Section 7.2(b). Deliveries of Escrow Amounts to the stockholders of the Company Stockholders pursuant to this Section 8.2(b7.2(b) shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California timelocal time at Parent’s headquarters, on the Expiration Survival Date (the "“Escrow Period"”); provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof), that together with the aggregate amount remaining of unsatisfied claims specified in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject any Officer’s Certificate delivered to the objection of the Securityholder Escrow Agent and the subsequent arbitration of Shareholder Representative prior to the matter in the manner provided in Section 8.2(g) hereof, Escrow Period termination date with respect to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered Survival Date. Subject to the Escrow Agent prior to termination of such Escrow Period. As Section 7.3(a)(iv)(5), as soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parentresolved in accordance with Section 7.4, the Escrow Agent shall deliver to the stockholders of the Company Principal Shareholders the remaining portion of the shares, and if applicable, any cash, in the Escrow Fund not required to satisfy such claims; provided. Deliveries of amounts of shares, howeverand if applicable, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion cash, out of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company Principal Shareholders pursuant to this Section 8.2(b7.3(b) shall be made in proportion to their respective original contributions initial Pro Rata Portions (and in the same form as initially deposited) with the amount of (i) shares delivered to each Principal Shareholder rounded down to the nearest whole number of shares of Parent Common Stock and and, (ii) if applicable, cash delivered to each Principal Shareholder rounded down to the nearest cent. Any distribution of all or a portion of the Parent Common Stock to the Principal Shareholders shall be made by delivery of the stock certificate held by the Escrow Fund (as Agent representing the Parent Common Stock to the Parent, endorsed for transfer, with instruction to the Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Principal Shareholders based upon such Principal Shareholder’s Pro Rata Portion, in each case by issuing to each such Principal Shareholder a stock certificate representing such allocated shares, registered in such Principal Shareholder’s name set forth on the Escrow Schedule). At all times during Schedule and mailed by first class mail to such Principal Shareholders’ address set forth on the Escrow PeriodSchedule (or to such other address as such Principal Shareholder may have previously instructed the Escrow Agent in writing); and, if less than all the Company stockholders shall be deemed to be the record holders then remaining shares of their respective amounts of the Parent Common Stock are to be so distributed and comprising transferred, the Escrow Amount. Securityholder Agent (as defined below) shall provide instruct the Parent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a current schedule of Company stockholders' names and addresses and pro rata stock certificate representing the remaining shares of Parent Common Stock. The Escrow Agent shall have no liability for the Escrow Amount prior to actions or omissions of, or any delay on the date of distribution of part of, the Escrow AmountParent in connection with the foregoing.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California time, on the Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g7.2(g) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 8.2(b7.2(b) shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California timelocal time at Parent’s headquarters, on the Expiration Survival Date (the "“Escrow Period"”); provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g) hereof, is or may be necessary to satisfy any unsatisfied claims concerning specified in any Officer’s Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow PeriodSurvival Date. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parentresolved in accordance with Section 7.5 hereof, the Escrow Agent shall deliver to the stockholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release claims to the stockholders Stockholders. Deliveries of the Company on the Expiration Date such portion amounts out of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company Stockholders pursuant to this Section 8.2(b7.4(b) shall be made in proportion to their respective original contributions Pro Rata Portions of the remaining shares in the Escrow Fund, with the number of shares delivered to each Stockholder rounded down to the nearest whole number of shares of Parent Common Stock Stock, with such other adjustments as may be necessary (and cash agreed to between Parent the Stockholder Representative) such that the whole number of shares issued from the Escrow Fund (as set forth on equals the whole number of shares in the Escrow Schedule)Fund. At Any distribution of all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts or a portion of the Parent Common Stock and comprising to the Stockholders shall be made by delivery of the stock certificate held by the Escrow Amount. Securityholder Agent (as defined below) shall provide representing the Parent Common Stock to the Parent, endorsed for transfer, with instruction to the Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Stockholders based upon his or her Pro Rata Portion, in each case by issuing to each such Stockholder a stock certificate, without restrictive legend thereon, representing such allocated shares, registered in his or her name set forth on the schedule delivered to the Escrow Agent a current at Closing and mailed by first class mail to such Stockholders’ address set forth on such schedule of Company stockholders' names and addresses and pro rata (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining shares of Parent Common Stock are to be so distributed and transferred, the Escrow Amount prior Agent shall instruct the Parent to issue and return to the date of distribution of Escrow Agent (or its nominee, if the Escrow AmountAgent shall so instruct) a stock certificate representing the remaining shares of Parent Common Stock. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, the Parent in connection with the foregoing.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California timeP.S.T., on the Expiration date that is the earlier of (i) the date of the auditor's report for the first audit of Parent's financial statements reflecting combined operations of Parent and the Surviving Corporation following the Closing Date or (ii) the twelve (12) month anniversary of the Closing Date (the "Escrow Period"); provided, however, provided that the Escrow Period shall not terminate with respect to such amount remaining portion of the Escrow Fund (or some portion thereof), ) that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent (as defined in Section 7.3(g) below) and the subsequent arbitration of the matter in the manner provided in Section 8.2(g7.3(f) hereof, is necessary to satisfy (x) any then pending unsatisfied claims concerning facts and circumstances existing specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of such the Escrow Period and (y) any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent resolved and Parentall Third Party Expenses have been paid pursuant to Section 5.4 hereof, the Escrow Agent shall deliver to the stockholders of the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claimsclaims and Third Party Expenses. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 8.2(b7.3(b) shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund Fund. (as set forth on the Escrow Schedulec). At all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California time, on the Expiration Date (the "“Escrow Period"”); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g) 6 hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's ’s Certificate (as defined below) delivered to the Escrow Agent prior to termination of such Escrow Period (“Pending Claims”). Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount that is necessary in the reasonable judgment of Parent, at its sole discretion without any right of objection by the Securityholder Agent, with respect to any unsatisfied claims directly or indirectly related to the patent infringement lawsuit filed by STMicroelectronics, Inc. against Broadcom Corporation on November 7, 2002 (including any subsequent amendments thereto) existing prior to the termination of such Escrow Period as specified in any Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company Escrow Participants the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company Escrow Participants pursuant to this Section 8.2(b) 4 shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund (as set forth on the Escrow Closing Date Payment Schedule). At all times during the Escrow Period, the Company stockholders Escrow Participants shall be deemed to be the record holders of their respective amounts shares of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California time, on the Expiration Date (the "“Escrow Period"”); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g8.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company Escrow Participants the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders holders of the Company Common Stock pursuant to this Section 8.2(b) shall be made as set forth in proportion Section 8.2(d) of this Agreement. Notwithstanding the foregoing, if, on the 18-month anniversary of the Effective Time the Available Amount (as defined below) is greater than zero, then the Escrow Agent shall deliver to their respective original contributions each Escrow Participant who is not listed on Schedule 6.16, the pro rata portion attributable to such holder of Parent Common Stock that number of shares equal to the Available Amount. The Available Amount shall equal the difference between (A) the amounts originally deposited into the Escrow Fund on behalf of each Escrow Participant who is not listed on Schedule 6.16 at the Effective Time remaining in the Escrow Fund and cash (B) any amounts necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing on or prior to the 18-month anniversary of the Effective Time specified on any Officers’ Certificate delivered to the Escrow Fund (as set forth Agent prior to or on the Escrow Schedule)18-month anniversary of the Effective Time. At all times during the Escrow Period, the Company stockholders Escrow Participants shall be deemed to be the record holders of their respective amounts shares of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.”

Escrow Period; Distribution upon Termination of Escrow Periods. 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. (California time, Time) on the Expiration Date (the "“Escrow Period"”); provided, however, that . The date of commencement of the Escrow Period and the Expiration Date shall not terminate with respect be certified to such the Escrow Agent in a certificate signed by Parent 37 and the Securityholder Agent. Such amount (or some portion thereof), ) that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g7.3(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such the Escrow Period and as are specified in any an Officer's ’s Certificate delivered to the Escrow Agent prior to the termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Escrow Period. As soon as any or all such claims have been resolved, resolved as evidenced by the written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company Stockholders the remaining portion of the Escrow Fund that is not required to satisfy such claims; provided. If no Officer’s Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent at or prior to the terminatio n of the Escrow Period, howeverupon termination of the Escrow Period, the Escrow Agent Agent, without further authorization or instruction, shall release to distribute the stockholders of the Company on the Expiration Date such portion remainder of the Escrow Fund that is to the Company Stockholders in excess accordance with the provisions of the amount in dispute of any unsatisfied claimsthis Section 7.3(b). Deliveries of Escrow Amounts to the stockholders of the Company Stockholders pursuant to this Section 8.2(b7.3(b) shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund (as set forth on the Escrow Final Conversion Schedule). At all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California time, on the Expiration Date (the "“Escrow Period"”); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g8.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount that is necessary in the reasonable judgment of Parent, at its sole discretion without any right of objection by the Securityholder Agent, with respect to any unsatisfied claims directly or indirectly related to the patent infringement lawsuit filed by STMicroelectronics, Inc. against Broadcom Corporation on November 7, 2002 (including any subsequent amendments thereto) existing prior to the termination of such Escrow Period as specified in any Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company Escrow Participants the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company Escrow Participants pursuant to this Section 8.2(b) shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund (as set forth on the Escrow Closing Date Payment Schedule). At all times during the Escrow Period, the Company stockholders Escrow Participants shall be deemed to be the record holders of their respective amounts shares of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.”

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Contract Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California Pacific time, on the Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Contract Escrow Fund is reasonably necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. MDLI and Total eMed, on behalf of itself and its stockholders, agree that (i) as of the Expiration Date, any and all Earn-out Claims shall be deemed to be an unsatisfied claim; (ii) MDLI may make claims against the Contract Escrow Fund with respect to the Earn-out Claims after the Expiration Date; and (iii) the Escrow Period shall extend with until final resolution of all Earn-out Claims. As soon as all such unsatisfied claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and ParentMDLI, the Escrow Agent shall deliver to the stockholders of the Company Shareholders the remaining portion of the Contract Escrow Fund not required to satisfy such unsatisfied claims; provided, however, the Escrow Agent shall release to the stockholders of the Company Shareholders on the Expiration Date such portion of the Contract Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 8.2(b) 7.2.2 shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Contract Escrow Fund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the Company stockholders Shareholders shall be deemed to be the record holders of their respective amounts of the Parent MDLI Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholdersthe Shareholders' names and addresses and pro rata shares share of the Escrow Amount prior to the date of distribution of the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California time, on the Escrow Expiration Date (the "“Escrow Period"”); provided. Promptly after the Escrow Expiration Date, howeverand except as set forth below, that the Escrow Agent shall deliver to the Securityholders the remaining portion of the Escrow Fund after the satisfaction of any Losses. Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount (or some portion thereof)) of the Escrow Fund and any portion of the Additional Cash Consideration (the “Reserve Amount”) that, that together with the aggregate amount remaining in the 49 55 Escrow Fund Fund, is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g9.2(g) hereof, to satisfy any unsatisfied claims Losses concerning facts and circumstances existing prior to the termination of such the Escrow Period specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to termination of such the Escrow Period. As soon as all any such claims have Loss has been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company Securityholders the remaining portion of the Escrow Fund and any Reserve Amount not required to satisfy any other such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claimsunresolved Loss. Deliveries of Escrow Amounts Consideration and any Reserve Amount to the stockholders of the Company Securityholders pursuant to this Section 8.2(b) 9.2 shall be made in proportion to their respective original contributions of Parent Common Stock and cash to the Escrow Fund (as set forth on and any Reserve Amount. Upon depositing any Reserve Amount into the Escrow Schedule). At all times during the Escrow PeriodFund, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent and the Securityholder Agent a current schedule of Company stockholders' names and addresses and pro rata shares (the “Reserve Schedule”) setting forth the portion of the Reserve Amount allocable to each Securityholder (the “Reserve Portion”) which shall be equal to the product of (a) the quotient obtained by dividing the Reserve Amount by the Additional Cash Consideration (without regard to the Reserve Amount) multiplied by (b) the amount of Additional Cash Consideration received by such Securityholder. The Reserve Schedule shall also set forth for each Securityholder the “Reserve Percentage,” which shall be equal to such Securityholder’s Reserve Portion divided by the Reserve Amount. Parent shall not be required to deposit any Reserve Amount into the Escrow Fund if no Additional Cash Consideration shall be payable pursuant to Section 2.1 of this Agreement, nor shall Parent be required to deposit any Reserve Amount into the Escrow Fund prior to the date of distribution two (2) year anniversary of the Escrow AmountClosing Date.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California New York City time, on the Expiration Survival Date (the "Escrow PeriodESCROW PERIOD"); provided, however, that the Escrow Period shall not terminate be extended to the extent that any shares of Parent Common Stock shall remain in the Escrow Fund after such time. Promptly on the next Business Day after the Survival Date, a number of shares of Parent Common Stock equal to (x) the Escrow Fund less (y) the aggregate number of shares of Parent Common Stock with respect a value (based on the Signing Price) equal to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g) hereof, to satisfy any unsatisfied all claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative prior to termination the Survival Date, shall be released by the Escrow Agent to the Exchange Agent for distribution to the Stockholders in accordance with the terms of such Escrow Periodthis Agreement. As Thereafter, as soon as all any each such claims claim referred to in clause (y) above shall have been resolved, as evidenced the aggregate amount of shares of Parent Common Stock with a value (based on the Signing Price) equal to the amount claimed less any amount distributed to Parent in accordance with SECTION 7.4, shall promptly be released by written memorandum the Escrow Agent to the Exchange Agent for distribution to the Stockholders in accordance with the terms of the Securityholder Agent and Parentthis Agreement. In accordance with SECTION 7.4, the Escrow Agent shall deliver to the stockholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release any remaining unresolved claims to the stockholders Stockholders. Deliveries of the Company on the Expiration Date such portion amounts out of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company Stockholders pursuant to this Section 8.2(bSECTION 7.3(B) shall be made in proportion to their respective original contributions Pro Rata Portions of the remaining shares in the Escrow Fund, with the number of shares delivered to each Stockholder rounded down to the nearest whole number of shares of Parent Common Stock and cash to the Escrow Fund (as set forth on the Escrow Schedule)Stock. At Any distribution of all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts or a portion of the Parent Common Stock and comprising to the Stockholders shall be made by delivery of the stock certificate held by the Escrow Amount. Securityholder Agent (as defined below) shall provide representing the Parent Common Stock to the Parent, endorsed for transfer, with instruction to the Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Stockholders based upon their respective Pro Rata Portion, in each case by issuing to each such Stockholder a stock certificate representing such allocated shares, registered in their respective names set forth on the schedule delivered to the Escrow Agent a current at Closing and mailed by first class mail to such Stockholders' address set forth on such schedule of Company stockholders' names and addresses and pro rata (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining shares of Parent Common Stock are to be so distributed and transferred, the Escrow Amount prior Agent shall instruct the Parent to issue and return to the date of distribution of Escrow Agent (or its nominee, if the Escrow AmountAgent shall so instruct) a stock certificate representing the remaining shares of Parent Common Stock. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, the Parent in connection with the foregoing.

Escrow Period; Distribution upon Termination of Escrow Periods. 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., California time, on the Expiration Date (the "“Escrow Period"”); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(g8.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's ’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the stockholders of the Company Escrow Participants the remaining portion of the Escrow Fund not required to satisfy such claims; provided, however, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that is in excess of the amount in dispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders holders of the Company Common Stock pursuant to this Section 8.2(b) shall be made as set forth in proportion Section 8.2(d) of this Agreement. Notwithstanding the foregoing, if, on the first anniversary of the Effective Time the Available Amount (as defined below) is greater than zero, then the Escrow Agent shall deliver to their respective original contributions each Escrow Participant who is not listed on Schedule 6.16, the pro rata portion attributable to such holder of Parent Common Stock that number of shares equal to the Available Amount. The Available Amount shall equal the difference between (A) one-half (½) of the amounts originally deposited into the Escrow Fund on behalf of each Escrow Participant who is not listed on Schedule 6.16 at the Effective Time remaining in the Escrow Fund and cash (B) any amounts necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing on or prior to the first anniversary of the Effective Time specified on any Officers’ Certificate delivered to the Escrow Fund (as set forth Agent prior to or on the Escrow Schedule)first anniversary of the Effective Time. At all times during the Escrow Period, the Company stockholders Escrow Participants shall be deemed to be the record holders of their respective amounts shares of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of the Escrow Amount.”