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., Pacific time, on the first anniversary of the Closing Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h) hereof, is necessary to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver to the Shareholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claims. Deliveries of the Escrow Amount to the Shareholders pursuant to this Section 7.2(d) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be deemed to be in existence immediately following the Effective Time payment of the 90th Day Parent Obligation on the Second Payment Date and shall terminate at 5:00 p.m., p.m. Pacific time, Time on the first anniversary of the Closing Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 6.2(f) hereof in the event of the objection of the Shareholder Stockholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h6.2(e) hereof, is necessary ) to satisfy any then pending and unsatisfied claims ------ concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver transfer to the Shareholders stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims, such remaining portion to be transferred no later than ten (10) days after the resolution of such claims. If no claims exist as of the Expiration Date, the Escrow Agent shall release the full amount of the Escrow Fund within five (5) days of the Expiration Date. Deliveries of the Escrow Amount Amounts to the Shareholders stockholders of the Company pursuant to this Section 7.2(d6.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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., (Pacific time, Time) on the first anniversary of the Closing Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Shareholder Stockholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.2(e) hereof, is necessary ) to satisfy any then pending and unsatisfied claims ------ concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver transfer to the Shareholders stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders stockholders of the Company pursuant to this Section 7.2(d7.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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., Pacific timeP.S.T., on the first anniversary of date twelve months after the Closing Date Effective Time (the "Escrow PeriodESCROW PERIOD"); provided, however, PROVIDED that the Escrow Period shall not terminate with respect to any amount which, such remaining portion of the Escrow Fund (or some portion thereof) that in the reasonable judgment judgement of Parent, subject to the objection of the Shareholder Shareholders Agent (as defined in Section 7.2(ithe Escrow and Indemnity Agreement) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h) hereofthe Escrow and Indemnity Agreement, is necessary to satisfy any then pending and unsatisfied claims ------ Claims specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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 Claims have been resolved, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver to the Shareholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claimsClaims. Deliveries of the Escrow Amount Amounts to the Shareholders pursuant to this Section 7.2(d) shall be made in proportion to -------------- their respective Shareholders' original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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., Pacific California time, on the first anniversary of the Closing Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Agent (as defined in Section 7.2(i) hereof) -------------- Securityholder Agents and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h8.2(f) hereof, is necessary to satisfy any then pending and 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 pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after as evidenced by written memorandum of the Escrow PeriodSecurityholder Agents and Parent, the Escrow Agent shall deliver to the Shareholders shareholders of the Company the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders shareholders of the Company pursuant to this Section 7.2(d8.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund (as determined pursuant to Section 1.9(bset forth on the Closing Date Payment Schedule). --------------At all times during the Escrow Period, the Company shareholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock comprising the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be remain in existence immediately during the period following the Effective Time and shall terminate at 5:00 p.m., Pacific time, on the first anniversary of the Closing Date for twelve (12) months (the "Escrow PeriodESCROW PERIOD"); provided, however, that . At the expiration of the Escrow Period a portion of the Escrow Fund shall not terminate with respect be released from Escrow to any the appropriate persons who, prior to the Merger, were Inbox Shareholders, in an amount equal to the initial Escrow Fund less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to Aspec pursuant to this Section 10 and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of ParentAspec, subject to the objection of the Shareholder Agent (as defined in Section 7.2(ibelow) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h10.2(f) hereof, is necessary to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate theretofore delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- termination end of the Escrow Period with respect to facts Period, which amount shall remain in the Escrow Fund (and circumstances existing prior to the termination of Escrow Fund shall remain in existence) until such Escrow Periodclaims have been resolved. As soon as all such claims have been resolved, resolved (such resolution to be evidenced by the written agreement of Aspec and Agent (as defined below) or if there are no such claims then thirty (30) days after the Escrow Periodwritten decision of the arbitrators as described in Section 10.2(f)), the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were Inbox Shareholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders shareholders of Inbox pursuant to this Section 7.2(d10.2(b) and 10.2(d)(iii) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund Fund, as determined pursuant to Section 1.9(bcalculated by the Agent (as defined below). --------------.

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., Pacific California time, on the first anniversary of the Closing Expiration Date (the "“Escrow Period"”); provided, however, that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Securityholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h8.2(f) hereof, is necessary to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- termination of the Escrow Period with respect to 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, or if there are no such claims then thirty (30) days after as evidenced by written memorandum of the Escrow PeriodSecurityholder Agent and Parent, the Escrow Agent shall deliver to the Shareholders holders of the Company Common Stock the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders holders of the Company Common Stock pursuant to this Section 7.2(d8.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund (as determined pursuant to Section 1.9(bset forth on the Closing Date Payment Schedule). --------------At all times during the Escrow Period, the holders of the Company Common Stock shall be deemed to be the record holders of their respective shares of the Parent Common Stock comprising 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., Pacific time, (Colorado Time) on the first anniversary of the Closing Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that is necessary in the reasonable judgment of Parent, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Shareholder Agent Stockholder Representative (as defined in Section 7.2(i7.2(h) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.2(e) hereof, is necessary ) to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- termination of the Escrow Period with respect to concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate (as defined below) delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver transfer to the Shareholders Company Stockholders, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders Company Stockholders pursuant to this Section 7.2(d7.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------each applicable stockholder's Pro Rata Portion.

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 upon the earlier of: (i) the date on which Parent has received audited financial statements together with a report thereon from Parent's independent auditors covering the combined results of Parent and Company for the first fiscal year of Parent ending after the Closing Date; or (ii) at 5:00 p.m., Pacific California time, on the first anniversary of the Closing Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Securityholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h8.2(f) hereof, is necessary to satisfy any then pending and 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 pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after as evidenced by written memorandum of the Escrow PeriodSecurityholder Agent and Parent, the Escrow Agent shall deliver to the Shareholders shareholders of the Company the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders shareholders of the Company pursuant to this Section 7.2(d8.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund (as determined pursuant to Section 1.9(bset forth on the Escrow Schedule). --------------At all times during the Escrow Period, the former holders of Series B Preferred Stock and Series D Preferred Stock shall be deemed to be the record holders of their respective amounts of the Parent Common Stock comprising 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., Pacific timeP.S.T., on the first anniversary of date which is the Closing Escrow Termination Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Agent (as defined in Section 7.2(i) hereof) -------------- Stockholder Representative and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.3(f) hereof, is necessary to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver to the Shareholders Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claimsclaims (the "Remaining Portion"). Deliveries of the Escrow Amount out of the Escrow Fund to the Shareholders Stockholders pursuant to this Section 7.2(d7.3(b) shall be made in proportion to -------------- their respective original contributions to Pro Rata Portions of the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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., Pacific timeP.S.T., on the 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 any amount which, such remaining portion of the Escrow Fund (or some portion thereof) that in the reasonable judgment of Parent, subject to the objection of the Shareholder Securityholder Agent (as defined in Section 7.2(i7.3(g) hereofbelow) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.3(f) hereof, is necessary to satisfy (x) any then pending and unsatisfied claims ------ specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth termination of the Escrow Period and (30thy) calendar day following 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, or if there are no such claims then thirty (30) days after the Escrow Periodresolved and all Third Party Expenses have been paid pursuant to Section 5.4 hereof, the Escrow Agent shall deliver to the Shareholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claimsclaims and Third Party Expenses. Deliveries of the Escrow Amount Amounts to the Shareholders pursuant to this Section 7.2(d7.3(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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. (Pacific timeTime), on the first anniversary of the Closing Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Shareholder Stockholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.2(e) hereof, is necessary ) to satisfy any then pending and unsatisfied claims ------ concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver transfer to the Shareholders stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders stockholders of the Company pursuant to this Section 7.2(d7.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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., Pacific California time, on the first anniversary of the Closing Expiration Date (the "Escrow Period"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which, as is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Securityholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.2(f) hereof, is necessary to satisfy any then pending and 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 pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver to the Shareholders shareholders of the Company and the holders of any Assumed Warrants exercised since the Effective Time their respective remaining portion Pro Rata Portions (as defined below) of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries With respect to any holder of Company Capital Stock, "Pro Rata Portion" shall mean an amount equal to the product of (x) the remaining Escrow Fund, multiplied by (y) a fraction, the numerator of which shall be such holder's Aggregate Per Shareholder Escrow Amount, and the denominator of which shall be the Escrow Amount to the Shareholders pursuant to this Section 7.2(d) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b)Amount. --------------With

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., Pacific California time, on the first anniversary of the Closing Expiration Date (the "Escrow Period"); provided, ------------- -------- however, that the Escrow Period shall not terminate with respect to any such amount which------- (or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Securityholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h8.2(f) hereof, is necessary to satisfy any then pending and 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 pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after as evidenced by written memorandum of the Escrow PeriodSecurityholder Agent and Parent, the Escrow Agent shall deliver to the Shareholders stockholders of the Company the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders stockholders of the Company pursuant to this Section 7.2(d8.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund (as determined pursuant to Section 1.9(bset 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 comprising 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., Pacific timeP.S.T., on the first date which is the fifteen (15) month anniversary of after the Closing Date (the "Escrow Period"); provided, however, provided that the Escrow Period shall not terminate with respect to any amount which, such remaining portion of the Escrow Fund (or some portion thereof) that in the reasonable judgment of ParentC1, subject to the objection of the Shareholder Securityholder Agent (as defined in Section 7.2(ibelow) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.4(f) hereof, is necessary to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such the Escrow Period. As soon as all such claims have been resolved, or if there are no such claims then thirty (30) days after At the termination of the Escrow Period, the Escrow Agent shall deliver to the VEO Shareholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries As soon as all outstanding claims have been resolved, the Escrow Agent shall deliver to the VEO Shareholders any remaining portion of the Escrow Amount Fund not used to satisfy such claims. Deliveries of Escrow Amounts to the Shareholders pursuant to this Section 7.2(d7.4(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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., Pacific time, (Eastern Standard Time) on the first anniversary of the Closing Expiration Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, Parent (subject to reduction as may be determined by adjudication of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Shareholder Stockholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.2(e) hereof, is necessary ) to satisfy any then pending and unsatisfied claims ------ concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver transfer to the Shareholders stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders stockholders of the Company pursuant to this Section 7.2(d7.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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., Pacific time, EDT on the first anniversary of the Closing Expiration Date (the "Escrow PeriodESCROW PERIOD"). Promptly following the Expiration Date, the Escrow Agent shall transfer to the Exchange Agent or stockholders of the Company, pursuant to written instructions by Parent, the remaining Escrow Fund, if any; provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that is necessary in the reasonable judgment of Parent, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Shareholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter Stockholder Representative in the manner provided in Section ------- 7.2(h7.2(f) hereof, is necessary ) to satisfy any then pending and unsatisfied claims ------ concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver transfer to the Shareholders stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders stockholders of the Company pursuant to this Section 7.2(d7.2(c) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.

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., Pacific California time, on the first anniversary of the Closing Expiration Date (the "Escrow Period"); provided, ------------- -------- however, that the Escrow Period shall not terminate with respect to any such amount which------- (or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Securityholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h8.2(f) hereof, is necessary to satisfy any then pending and 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 pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after as evidenced by written memorandum of the Escrow PeriodSecurityholder Agent and Parent, the Escrow Agent shall deliver to the Shareholders shareholders of the Company the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders shareholders of the Company pursuant to this Section 7.2(d8.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund (as determined pursuant to Section 1.9(bset forth on the Escrow Schedule). --------------At all times during the Escrow Period, the Company shareholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock comprising 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 shall, without further action by the parties, terminate at 5:00 p.m., (Pacific time, Time) on the first anniversary of the Closing Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Shareholder Agent (as defined in Section 7.2(i) hereof) -------------- and the subsequent arbitration of the matter in the manner provided in Section ------- 7.2(h7.2(e) hereof, is necessary ) to satisfy any then pending and unsatisfied claims ------ concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the thirtieth (30th) calendar day following the -------------- 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, or if there are no such claims then thirty (30) days after the Escrow Period, the Escrow Agent shall deliver transfer to the Shareholders shareholders of the Company, pursuant to written instructions by Parent, to be delivered promptly by Parent, the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims. Deliveries of the Escrow Amount Amounts to the Shareholders shareholders of the Company pursuant to this Section 7.2(d7.2(b) shall be made in proportion to -------------- their respective original contributions to the Escrow Fund as determined pursuant to Section 1.9(b). --------------Fund.