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 Funds shall be in existence immediately following the Reincorporation Effective Time (in the case of the Parent Escrow Fund) or the Merger Effective Time (in the case of the Company Escrow Fund) and shall terminate at 5:00 p.m., PDT on the Expiration Date (the "ESCROW PERIOD"). Promptly following the Expiration Date, the Escrow Agent shall transfer to (i) the Exchange Agent or holders of AUTC Delaware Common Stock pursuant to written instructions by the Surviving Corporation, the remaining Parent Escrow Fund, if any and (ii) the Exchange Agent or Company Stockholders, pursuant to written instructions by AUTC Delaware, the remaining Company 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 the Surviving Corporation or AUTC Delaware, as the case may be (subject to reduction as may be determined by arbitration of the matter as provided in Section 9.2(g) 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 holders of AUTC Delaware Common Stock or the Company Stockholders, as the case may be, pursuant to written instructions by the Surviving Corporation or AUTC Delaware, as the case may be, the remaining portion of the applicable Escrow Fund not required to satisfy such claims. Deliveries of any portion of the Company Escrow Amounts to the Company Stockholders pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Company Escrow Fund. Deliveries of any portion of the Parent Escrow Amount to the holders of AUTC Delaware Common Stock pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Parent Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Funds Fund shall be in existence immediately following the Reincorporation Effective Time and shall terminate on the one year anniversary of the Effective Time (in the case of the Parent Escrow Fund) or the Merger Effective Time (in the case of the Company Escrow Fund) and shall terminate at 5:00 p.m., PDT on the Expiration Date (the "ESCROW PERIODEscrow Period"). Promptly following the Expiration Date; provided, the Escrow Agent shall transfer to (i) the Exchange Agent or holders of AUTC Delaware Common Stock pursuant to written instructions by the Surviving Corporationhowever, the remaining Parent Escrow Fund, if any and (ii) the Exchange Agent or Company Stockholders, pursuant to written instructions by AUTC Delaware, the remaining Company Escrow Fund, if any; provided that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, that is necessary in the reasonable judgment of the Surviving Corporation or AUTC DelawareParent, as the case may be (subject to reduction as may be determined by the objection of the Shareholder Representative and the subsequent arbitration of the matter as in the manner provided in Section 9.2(g7.3(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 prior to termination the end of such the Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall transfer deliver to the holders of AUTC Delaware Common Stock or the Company Stockholders, as the case may be, pursuant to written instructions by the Surviving Corporation or AUTC Delaware, as the case may be, Merger Shareholders the remaining portion of the applicable Escrow Fund Fund, if any, not required to satisfy such claims (the "Remaining Portion"). Notwithstanding the foregoing, subject to the following requirements, on the thirty-fifth day following the Effective Time, the Dissenters Rights Escrow Amount shall be released from the Escrow Fund and delivered to the Merger Shareholders as set forth below; provided, however, that any amount of the Dissenters Rights Escrow Amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy any then pending and unsatisfied claims pursuant to Section 7.2(vi) specified in any Officer's Certificate delivered to the Escrow Agent prior to the end of such thirty-five day period shall not be released from the Escrow Fund until such claims have been resolved. As soon as any such claim has been resolved, the Escrow Agent shall deliver to the Merger Shareholders the remaining portion of the Dissenters Rights Escrow Amount in the Escrow Fund, if any, not required to satisfy any such unresolved claims. Deliveries of any portion out of the Company Escrow Amounts Fund to the Company Stockholders Merger Shareholders pursuant to this Section 9.2(c7.3(b) shall be made in proportion to their respective original contributions to the Company Escrow Fund. Deliveries of any portion Pro Rata Portions of the Parent Escrow Amount to the holders of AUTC Delaware Common Stock pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Parent Escrow FundAmount.

Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Funds Fund shall be in existence immediately following the Reincorporation Effective Time (in the case of the Parent Escrow Fund) or the Merger Effective Time (in the case of the Company Escrow Fund) Closing and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., PDT California time, on the Expiration first anniversary of the Closing Date (the "ESCROW PERIOD"“Initial Escrow Period”). Promptly following the Expiration Date; provided, the Escrow Agent shall transfer to (i) the Exchange Agent or holders of AUTC Delaware Common Stock pursuant to written instructions by the Surviving Corporationhowever, the remaining Parent Escrow Fund, if any and (ii) the Exchange Agent or Company Stockholders, pursuant to written instructions by AUTC Delaware, the remaining Company Escrow Fund, if any; provided that the Initial Escrow Period shall not terminate with respect to such amount (or some such portion thereof), that is necessary not to exceed the aggregate amount remaining in the reasonable judgment of the Surviving Corporation or AUTC DelawareEscrow Fund, as the case may be (subject to reduction as may be determined by arbitration of the matter as provided in Section 9.2(g) hereof) necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination aggregate amount of such Escrow Period and to the extent (i) all Losses specified in any an Officer's ’s Certificate delivered to the Escrow Agent prior to the termination of such the Initial Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims have been resolved, the Escrow Agent shall transfer deliver to the holders of AUTC Delaware Common Stock or the Company Stockholders, as the case may be, pursuant to written instructions by the Surviving Corporation or AUTC Delaware, as the case may be, Stockholders the remaining portion of the applicable Escrow Fund Initial Distribution, if any, not required to satisfy such claimsthe Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of any portion portions of the Company Escrow Amounts Initial Distribution to the Company Stockholders pursuant to this Section 9.2(c) shall be made in proportion to accordance with their respective original contributions to the Company Escrow Fund. Deliveries of any portion of the Parent Escrow Amount to the holders of AUTC Delaware Common Stock pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Parent Escrow FundPro Rata Portions.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the One Year Escrow Funds Fund shall remain in existence during the period following the Closing for twelve (12) months (the “One Year Escrow Period”) and the Three Year Escrow Fund shall remain in existence during the period following the Closing for thirty-six (36) months (the “Three Year Escrow Period”). Upon expiration of the One Year Escrow Period, a portion of the remaining One Year Escrow Fund shall be in existence released from One Year Escrow to the appropriate persons, who, immediately following prior to the Reincorporation Effective Time (in the case Merger, were stockholders of the Parent Company, in an amount equal to the remaining One Year Escrow Fund) or the Merger Effective Time (in the case Fund less an amount equal to such portion of the Company One Year Escrow Fund) and shall terminate at 5:00 p.m., PDT on the Expiration Date (the "ESCROW PERIOD"). Promptly following the Expiration Date, the Escrow Agent shall transfer to (i) the Exchange Agent or holders of AUTC Delaware Common Stock pursuant to written instructions by the Surviving Corporation, the remaining Parent Escrow Fund, if any and (ii) the Exchange Agent or Company Stockholders, pursuant to written instructions by AUTC Delaware, the remaining Company Escrow Fund, if any; provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that Fund is necessary in the reasonable judgment of the Surviving Corporation or AUTC Delaware, as the case may be (subject to reduction as may be determined by arbitration of the matter as provided in Section 9.2(g) 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 theretofore delivered to the Escrow Agent prior to termination the end of such the One Year Escrow Period, which amount shall remain in the One Year Escrow Fund (and the One Year Escrow Fund shall remain in existence) until such claims have been resolved. Upon expiration of the Three Year Escrow Period, a portion of the remaining Three Year Escrow Fund shall be released from Escrow to the appropriate persons, who, immediately prior to the Merger, were stockholders of the Company, in an amount equal to the remaining Three Year Escrow Fund less an amount equal to such portion of the Three Year Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent prior to the end of the Three Year Escrow Period, which amount shall remain in the Three Year Escrow Fund (and the Three Year Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolvedresolved (such resolution to be evidenced by the written agreement of Parent and Agent (as defined below) or the written decision of the arbitrators as described in Section 9.3(g)), the Escrow Agent shall transfer deliver to the holders appropriate persons who, prior to the Merger, were stockholders of AUTC Delaware Common Stock or the Company Stockholders, as the case may be, pursuant to written instructions by the Surviving Corporation or AUTC Delaware, as the case may be, the remaining portion of the applicable One Year Escrow Fund or the Three Year Escrow Fund not required to satisfy such claims. Deliveries of any portion of One Year Escrow Amount and the Company Three Year Escrow Amounts Amount to the stockholders of Company Stockholders pursuant to this Section 9.2(c9.3(c) and Section 9.3(e)(i) shall be made in proportion to their respective original contributions to the Company One Year Escrow Fund or the Three Year Escrow Fund. Deliveries of any portion of , as calculated by the Parent Escrow Amount to the holders of AUTC Delaware Common Stock pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Parent Escrow FundAgent (as defined below).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Funds Fund shall be remain in existence immediately during the period following the Reincorporation Effective Time Closing for twelve (in the case of the Parent Escrow Fund12) or the Merger Effective Time (in the case of the Company Escrow Fund) and shall terminate at 5:00 p.m., PDT on the Expiration Date months (the "ESCROW PERIOD"). Promptly following At the Expiration Date, expiration of the Escrow Agent Period a portion of the Escrow Fund shall transfer be released from Escrow to the appropriate persons who, prior to the Merger, were shareholders of Purple Ray, 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 Exchange Agent or holders of AUTC Delaware Common Stock Escrow Fund to ISSI and its Affiliates pursuant to written instructions by the Surviving Corporationthis Section 10, the remaining Parent Escrow Fund, if any and (ii) the Exchange Agent or Company Stockholders, pursuant an amount equal to written instructions by AUTC Delaware, the remaining Company Escrow Fund, if any; provided that such portion of the Escrow Period shall not terminate with respect to such amount (or some portion thereof)Fund which, that is necessary in the reasonable judgment of ISSI, based on the Surviving Corporation or AUTC Delaware, as the case may be (subject to reduction as may be determined by arbitration dollar amount of the matter as provided in Section 9.2(g) 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 (as defined below) theretofore delivered to the Escrow Agent prior to termination the end of the Escrow Period and the Fair Market Value of the ISSI Common Stock under Section 10.2(e)(iv) hereof, subject to the objection of the Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 10.2(g) hereof, is necessary to satisfy such unsatisfied claims, which amount shall remain in the Escrow PeriodFund (and the Escrow Fund shall remain in existence) until such claims have been resolved, and (iii) to pay expenses as provided in the Escrow Agreement. As soon as all such claims have been resolvedresolved (such resolution to be evidenced by the written agreement of ISSI and Agent (as defined below) or the written decision of the arbitrators as described in Section 10.2(g)), the Escrow Agent shall transfer deliver to the holders appropriate persons who, prior to the Merger, were shareholders of AUTC Delaware Common Stock or the Company Stockholders, as the case may be, pursuant to written instructions by the Surviving Corporation or AUTC Delaware, as the case may be, Purple Ray the remaining portion of the applicable Escrow Fund not required to satisfy such claims. Deliveries of any portion of the Company Escrow Amounts to the Company Stockholders shareholders of Purple Ray pursuant to this Section 9.2(c10.2(c) and Section 10.2(e)(ii) shall be made in proportion to their respective original contributions to the Company Escrow Fund. Deliveries of any portion of , as calculated by the Parent Escrow Amount to the holders of AUTC Delaware Common Stock pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Parent Escrow FundAgent (as defined below).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, and the Escrow Funds Agent's actual receipt of the Escrow Amount, the Escrow Fund shall be in existence immediately following the Reincorporation Effective Time (in the case of the Parent Escrow Fund) or the Merger Effective Time (in the case of the Company Escrow Fund) and shall terminate at 5:00 p.m., PDT New York City time on the Expiration date twelve (12) months following the Closing Date (the "ESCROW PERIOD"). Promptly following the Expiration Date; provided, the Escrow Agent shall transfer to (i) the Exchange Agent or holders of AUTC Delaware Common Stock pursuant to written instructions by the Surviving Corporationhowever, the remaining Parent Escrow Fund, if any and (ii) the Exchange Agent or Company Stockholders, pursuant to written instructions by AUTC Delaware, the remaining Company Escrow Fund, if any; provided that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, that is necessary in the reasonable judgment of the Surviving Corporation or AUTC DelawareParent, as the case may be (subject to reduction as may be determined by arbitration of the matter as provided in Section 9.2(g) hereof) is necessary 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 and the Stockholder Representative on the Business Day prior to the Escrow Period termination of such Escrow Perioddate with respect to facts and circumstances existing prior to the Survival Date. As soon as all such claims have been fully and finally resolved, as confirmed in an Officer's Certificate delivered to the Escrow Agent, the Escrow Agent shall transfer to the holders of AUTC Delaware Common Stock or the Company Stockholders, as the case may be, pursuant to written instructions by the Surviving Corporation or AUTC Delaware, as the case may be, deliver the remaining portion of the applicable Escrow Fund Fund, if any, not required to satisfy such claims. Deliveries of any portion the Escrow Amount out of the Company Escrow Amounts Fund to the Company Principal Stockholders pursuant to this Section 9.2(cSECTION 8.3(c) shall be made in proportion to their respective original contributions the total amounts deemed contributed on behalf of each Principal Stockholder to the Company Escrow Fund in accordance with SECTION 1.6 (with respect to each Principal Stockholder, its "PRO RATA PORTION"), as identified on SCHEDULE 8.3(c) hereto, with the amount delivered to each Principal Stockholder rounded to the nearest whole cent -50- ($0.01). Prior to any deliveries of the Escrow Amount out of the Escrow Fund. Deliveries of any portion of , Parent and/or the Parent Escrow Amount Principal Stockholders shall provide written wire-transfer instructions to the holders of AUTC Delaware Common Stock pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Parent Escrow FundAgent.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirementsrequirements and the Escrow Agreement, the Escrow Funds Fund shall be in existence immediately following the Reincorporation Effective Time (in the case of the Parent Escrow Fund) or the Merger Effective Time (in the case of the Company Escrow Fund) Closing and shall terminate at 5:00 p.m., PDT on the Expiration Date five year anniversary date thereof (the "ESCROW PERIOD"“Escrow Termination Date”). Promptly following the Expiration Date; provided, the Escrow Agent shall transfer to (i) the Exchange Agent or holders of AUTC Delaware Common Stock pursuant to written instructions by the Surviving Corporationhowever, the remaining Parent Escrow Fund, if any and (ii) the Exchange Agent or Company Stockholders, pursuant to written instructions by AUTC Delaware, the remaining Company Escrow Fund, if any; provided that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, that is necessary in the reasonable judgment of the Surviving Corporation or AUTC DelawareBuyer, as the case may be (subject to reduction as may be determined by arbitration of the matter as provided in Section 9.2(g) hereof) is necessary 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 Claim Certificate delivered to the Escrow Agent prior to the termination of such the Escrow Period (the “Unsatisfied Claim Amount”). The Escrow Agent shall deliver, promptly following the Escrow Termination Date, to Seller all amounts remaining in the Escrow Fund at the Escrow Termination Date less the Unsatisfied Claim Amount. Any Unsatisfied Claim Amount which Buyer has accrued but which Buyer has not sustained or incurred and which Buyer elects to no longer accrue during the one (1) year period following the end of the Escrow Period shall be promptly delivered to Seller by the Escrow Agent upon appropriate instructions from Buyer. In addition, one (1) year following the end of the Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall transfer deliver to Seller an amount equal to any Unsatisfied Claim Amounts still remaining in the holders of AUTC Delaware Common Stock or the Company Stockholders, as the case may be, pursuant to written instructions by the Surviving Corporation or AUTC Delaware, as the case may be, the remaining portion of the applicable Escrow Fund not required less any amounts which, in the reasonable judgment of Buyer, are necessary to satisfy such claims. Deliveries of any portion of the Company Escrow Amounts to the Company Stockholders pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Company Escrow Fund. Deliveries of any portion of the Parent Escrow Amount to the holders of AUTC Delaware Common Stock pursuant to this Section 9.2(c) shall be made in proportion to their respective original contributions to the Parent Escrow Fundunsatisfied Losses which Buyer has sustained, incurred or accrued.