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 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 the objection of the Securityholder Agent and the subsequent arbitration of the matter 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 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 deliver to the Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement). Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.4(b) shall be made in proportion to their respective original contributions to the Escrow Fund 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 and the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund, if any, at 5:00 p.m., California time, on the Expiration Date (the "Escrow Period"); 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 the objection of the Securityholder Agent and the subsequent arbitration of the matter 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 specified in any Officer's Escrow Claim 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 deliver to the Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.4(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund 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., California time, on the Expiration Date (the "Escrow Period"); 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 the objection of the Securityholder Agent and the subsequent arbitration of the matter 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 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 deliver to the Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.4(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund 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., California time, on the Expiration Date (the "Escrow Period"); provided that the ------------- Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with of the aggregate amount remaining in the Escrow Fund that 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 7.2(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 Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolvedresolved and the expenses of the Securityholder Agent shall have been satisfied in accordance with Section 7.2(g)(i), the Escrow Agent shall deliver to the shareholders of the Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)claims. Deliveries of Escrow Amounts to the shareholders of the Company Shareholders pursuant to this Section 7.4(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund as determined pursuant to Section 1.8(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., California time, on the Expiration Date (the "Escrow Period")) ; 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 the objection of the Securityholder Agent and the subsequent arbitration of the matter 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 specified in any Officer's Escrow Claim 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 deliver to the Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.4(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund 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., California timep.m. (Pacific Time), on the Expiration Date (the "Escrow PeriodESCROW PERIOD"); 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 arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Securityholder Stockholder Agent and the subsequent arbitration of the matter in the manner provided in Section 7.2(f7.2(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 deliver transfer to the Company Shareholders stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)claims. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 7.4(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund as determined pursuant to Section 1.8(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., California time, on the Expiration Date (the "Escrow Period"); 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 the objection of the Securityholder Agent and the subsequent arbitration of the matter 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 specified in any Officer's Escrow Claim 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 deliver to the Company Shareholders Stockholders the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)claims. Deliveries of Escrow Amounts to the Company Shareholders Stockholders pursuant to this Section 7.4(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund as determined pursuant to Section 1.8(b).. -50- 55

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 that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with not to exceed the aggregate amount remaining in the Escrow Fund is Fund, necessary in the reasonable judgment of ParentAcquiror, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 7.2(f9.3(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 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, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)Fund. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.4(b9.3(b) shall be made in proportion to their respective original contributions to the Escrow Fund as determined pursuant to Section 1.8(b)2.8.

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 that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with not to exceed the aggregate amount remaining in the Escrow Fund is Fund, 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 7.2(f7.3(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 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 deliver to the Company Shareholders Stockholders the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)Fund. Deliveries of Escrow Amounts to the Company Shareholders Stockholders pursuant to this Section 7.4(b7.3(b) shall be made in proportion to their respective original contributions to the Escrow Fund as determined pursuant to Section 1.8(b1.9(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., California time, (Eastern Standard Time) on the Expiration Date (the "Escrow Period"); provided 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 adjudication of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Securityholder Stockholder Agent and the subsequent arbitration of the matter in the manner provided in Section 7.2(f7.2(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 deliver transfer to the Company Shareholders stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund and not required to satisfy such claims (other than Unvested Shares which shall be placed in escrow under the terms of the Repurchase Agreement)claims. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 7.4(b7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund as determined pursuant to Section 1.8(b)Fund.