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., EDT on the Expiration Date (the "ESCROW 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 that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that is necessary in the reasonable judgment of 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 Stockholder Representative in the manner provided in Section 7.2(f) hereof) to satisfy any 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 prior to termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall transfer to the stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(c) shall be made in proportion to their respective original contributions to the Escrow 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., EDT California time, on the Expiration Date (the "ESCROW PERIODEscrow Period"). Promptly following the Expiration Date; provided, the Escrow Agent shall transfer to the Exchange Agent or stockholders of the Company------------- -------- however, pursuant to written instructions by Parent, the remaining Escrow Fund, if any; provided 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 Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f8.2(f) hereof) , to satisfy any 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 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 transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, Company the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(c8.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund (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 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., EDT California time, on the Escrow Expiration Date (the "ESCROW PERIOD"). Promptly following after the Escrow Expiration Date, and except as set forth below, the Escrow Agent shall transfer deliver to the Exchange Agent or stockholders Securityholders the remaining portion of the CompanyEscrow Fund after the satisfaction of any Losses. Notwithstanding the foregoing, pursuant to written instructions by Parent, the remaining Escrow Fund, if any; provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof)) that, 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 the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f9.2(g) hereof) , to satisfy any unsatisfied claims Losses concerning facts and circumstances existing prior to the termination of such the Escrow Period and to the extent specified in any Officer'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, the Escrow Agent shall transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, Securityholders the remaining portion of the Escrow Fund not required to satisfy any other such claimsunresolved Loss. Deliveries of Escrow Amounts Consideration to the stockholders of the Company Securityholders pursuant to this Section 7.2(c) 9.2 shall be made in proportion to their respective original contributions to the Escrow 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., EDT California time, on the Expiration Date (the "ESCROW PERIODEscrow Period"). Promptly following the Expiration Date; PROVIDED, the Escrow Agent shall transfer to the Exchange Agent or stockholders of the CompanyHOWEVER, pursuant to written instructions by Parent, the remaining Escrow Fund, if any; provided 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 Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f8.2(f) hereof) , to satisfy any 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 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 transfer deliver to the stockholders shareholders of the Company, pursuant to written instructions by Parent, Company the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders shareholders of the Company pursuant to this Section 7.2(c8.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the former 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 terminate at 5:00 p.m., EDT California time, on the Expiration Date (the "ESCROW PERIODEscrow Period"). Promptly following ) at which time the Expiration Date, remaining Escrow Fund shall be released and shall be delivered by 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 anyCompany Shareholders; provided that (i) the Escrow Period shall not -------- terminate and the Escrow Fund shall not be released with respect to such amount (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 the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f) hereof) , to satisfy any 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 prior to termination of such Escrow Period, and (ii) upon release of any portion of the Escrow Fund, the Securityholder Agent may properly deduct from such released amounts any administrative costs, expenses, attorneys' fees and costs incurred in connection with the its duties under this Agreement. As soon as all such claims have been resolved, the Escrow Agent shall transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 7.2(c7.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund as determined pursuant to Section 1.8(b).

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., EDT California time, on the Expiration Date (the "ESCROW PERIODEscrow Period"). Promptly following the Expiration Date; provided, the Escrow Agent shall transfer to the Exchange Agent or stockholders of the Company------------- -------- however, pursuant to written instructions by Parent, the remaining Escrow Fund, if any; provided 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 Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f8.2(f) hereof) , to satisfy any 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 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 transfer deliver to the stockholders shareholders of the Company, pursuant to written instructions by Parent, Company the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders shareholders of the Company pursuant to this Section 7.2(c8.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund (as set 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 terminate at 5:00 p.m., EDT California time, on the Expiration Date (the "ESCROW PERIODEscrow Period"). Promptly following ; and, as soon as practicable (no later than 5 business days), all Escrow Amounts remaining in the Expiration Date, Escrow Fund shall be distributed by the Escrow Agent shall to Select's transfer agent for distribution to the Exchange Agent or stockholders former shareholders of Street as set forth in the Companylast two sentences of this Section 7.2(b); provided, pursuant to written instructions by Parenthowever, the remaining Escrow Fund, if any; provided that the Escrow Period shall not terminate with respect to such amount any Escrow Amount (or some portion thereof), ) remaining in the Escrow Fund that is necessary in the reasonable judgment of Parent (Select, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f) hereof) , to satisfy any 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 prior to termination of such Escrow Period. As soon as practicable (but no later than 5 business days) after all such claims (if any) have been resolved, the Escrow Agent shall deliver to Select's transfer agent for distribution to the stockholders former shareholders of the Company, pursuant to written instructions by Parent, Street the remaining portion of the Escrow Fund Amount not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders former shareholders of the Company Street pursuant to this Section 7.2(c7.2(b) shall be made in proportion to their respective original contributions to the Escrow 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., EDT California time, on the 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 that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that as is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f) hereof) , to satisfy any 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 prior to termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall transfer deliver to the stockholders shareholders of the Company, pursuant to written instructions by Parent, 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 not required to satisfy such claims. Deliveries With respect to any holder of Escrow Amounts Company Capital Stock, "Pro Rata Portion" shall mean an amount equal to the stockholders product of (x) the Company pursuant to this Section 7.2(cremaining Escrow Fund, multiplied by (y) a fraction, the numerator of which shall be made in proportion to their respective original contributions to such holder's Aggregate Per Shareholder Escrow Amount, and the denominator of which shall be the Escrow Fund.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., EDT local time at Parent’s corporate headquarters in California, on the Expiration Survival Date (the "ESCROW PERIOD"). Promptly following the Expiration Date, “Escrow Period”) and the Escrow Agent shall transfer distribute the funds in the Escrow Account to the Exchange Agent or stockholders of the CompanyIndemnifying Parties following such termination; provided, pursuant to written instructions by Parenthowever, the remaining Escrow Fund, if any; provided that the Escrow Period Fund shall not terminate with respect to such any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (or some portion thereof), that is necessary in “Unresolved Claims”) delivered to the reasonable judgment of 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 Escrow Agent and the Stockholder Representative in prior to the manner provided in Section 7.2(f) hereof) Escrow Period termination date with respect to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of Survival Date, and any such Escrow Period and amount shall not be distributed to the extent specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of Indemnifying Parties at such Escrow Periodtime. As soon as all such claims have been resolved, the Escrow Agent shall transfer to the stockholders of the Company, pursuant to written instructions by Parent, deliver the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claimsor any other Unresolved Claims. Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the stockholders of the Company Indemnifying Parties pursuant to this Section 7.2(c7.4(c) shall be made in proportion to their respective original contributions to Pro Rata Portions of the remaining amounts in the Escrow 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., EDT local time at Parent’s corporate headquarters in California, on the Expiration Date (last day of the "ESCROW PERIOD")General Survival Period. Promptly following the Expiration DateAfter Closing, Parent shall provide the Escrow Agent with a certificate setting forth the Closing Date and the date of the last day of the General Survival Period. The Escrow Agent shall transfer distribute the funds in the Escrow Fund (less the amount of any Representative Expenses submitted to the Exchange Escrow Agent in a certificate by the Shareholder Representative pursuant to Section 7.6(f) or stockholders by the Earnout Representative pursuant to Section 1.6(e)(ix) prior to such distribution) to the Indemnifying Parties within five (5) Business Days following delivery of the Company, spreadsheet to the Escrow Agent pursuant to written instructions by ParentSection 7.5(c); provided, the remaining Escrow Fundhowever, if any; provided that the Escrow Period Fund shall not terminate with respect to such any amount (or some portion thereof), that is necessary in the reasonable judgment respect of 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 Stockholder Representative in the manner provided in Section 7.2(f) hereof) to satisfy any unsatisfied claims concerning specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the end of the General Survival Period with respect to facts and circumstances existing prior to the termination end of the General Survival Period, and any such Escrow Period and amount shall not be distributed to the extent specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of Indemnifying Parties at such Escrow Periodtime. As soon as all such claims have been resolved, the Escrow Agent shall transfer to the stockholders of the Company, pursuant to written instructions by Parent, deliver the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claimsor any other Unresolved Claims. Deliveries Any distribution of funds from the Escrow Amounts Fund to the stockholders of the Company Indemnifying Parties pursuant to this Section 7.2(c7.5(b) shall be made in proportion referred to their respective original contributions to the herein as an “Escrow FundRelease.”

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., EDT California time, on the Expiration Date (the "ESCROW PERIOD"“Escrow Period”). Promptly following the Expiration Date; provided, the Escrow Agent shall transfer to the Exchange Agent or stockholders of the Companyhowever, pursuant to written instructions by Parent, the remaining Escrow Fund, if any; provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f8.2(f) hereof) , to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent 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 transfer deliver to the stockholders holders of the Company, pursuant to written instructions by Parent, Company Common Stock the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders holders of the Company Common Stock pursuant to this Section 7.2(c8.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund (as set 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 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., EDT p.m. Pacific Time on the Expiration Date (the "ESCROW 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 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 Escrow Fund is necessary in the reasonable judgment of Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g6.2(f) hereof in the event of the objection of the Stockholder Representative Agent in the manner provided in Section 7.2(f6.2(e) hereof) to satisfy any 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 prior to termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall transfer to the stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow 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 Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(c6.2(b) shall be made in proportion to their respective original contributions to the Escrow 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 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., EDT California time, on the Expiration Date (the "ESCROW PERIODEscrow Period"). Promptly following the Expiration Date; provided, the Escrow Agent shall transfer to the Exchange Agent or stockholders of the Companyhowever, pursuant to written instructions by Parent, the remaining Escrow Fund, if any; provided 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 Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative in the manner provided in Section 7.2(f8.2(f) hereof) , to satisfy any 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 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 transfer deliver to the stockholders shareholders of the Company, pursuant to written instructions by Parent, Company the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders shareholders of the Company pursuant to this Section 7.2(c8.2(b) shall be made in proportion to their respective original contributions to the Escrow FundFund (as set 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.