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 11:59 p.m. Pacific time on the Escrow Termination Date (the “Escrow Period”); provided that the Escrow Period shall not terminate with respect to (and only to) such amount that is reasonably 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 Stockholder Representative prior to termination of such Escrow Period (“Eligible Claims”). As soon as all Eligible Claims have been resolved pursuant to the terms hereof, the Escrow Agent shall transfer to the Pathlore Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy the Eligible Claims. To the extent the Escrow Fund exceeds the amount of Eligible Claims on or after the Escrow Termination Date, the Escrow Agent shall transfer to the Pathlore Stockholders the amount, if any, of any excess above the amount of the Eligible Claims then remaining 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 11:59 p.m. Pacific 5:00 p.m., local time at the Escrow Agent’s headquarters, on the Escrow Termination Survival Date (the “Escrow Period”); provided provided, however, that the Escrow Period shall not terminate with respect to (and only to) such a portion of the Escrow Fund equal to the aggregate amount that is reasonably necessary to satisfy any of 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 Stockholder the Shareholder Representative prior to the Escrow Period’s termination of date with respect to facts and circumstances existing prior to such Escrow Period (“Eligible Claims”)date. As soon as all Eligible Claims such claims have been resolved pursuant to in accordance with this Agreement and the terms hereofEscrow Agreement, the Escrow Agent shall transfer deliver to the Pathlore Stockholders and In the Money Optionholders the remaining balance of such portion of the Escrow Fund, if any, which was not required to satisfy the Eligible Claimssuch claims. To the extent Deliveries of applicable cash out of the Escrow Fund exceeds the amount of Eligible Claims on or after the Escrow Termination Date, the Escrow Agent shall transfer to the Pathlore Stockholders and In the amount, if any, of any excess above Money Optionholders pursuant to this §8(e) shall be made in cash in proportion to their respective initial Pro Rata Escrow Portions with the amount of cash delivered to each Stockholder and In the Eligible Claims then remaining in Money Optionholder rounded down to the Escrow Fundnearest cent.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund Funds shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m. Pacific 5:00 p.m., local time at Parent's headquarters, on the Escrow Termination Survival Date (the “Escrow Period”"ESCROW PERIOD"); provided provided, however, that the Escrow Period shall not terminate with respect to (and only to) such any amount that which, in the reasonable judgment of Parent, is reasonably necessary to satisfy any unsatisfied claims concerning specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the termination Survival Date (the "ESCROW CLAIMS AMOUNT"). Any portion of such the Escrow Period and Funds not subject to the extent specified in any Officer’s Certificate Escrow Claims Amount shall be delivered to the Escrow Agent and Stockholder Representative prior to termination of such Escrow Period Stockholders within ten (“Eligible Claims”)10) business days after the Survival Date. As soon as all Eligible any such claims covered by the Escrow Claims Amount have been resolved pursuant to the terms hereofresolved, the Escrow Agent shall transfer deliver to the Pathlore Stockholders within ten (10) business days after notification of such resolution the remaining portion of the Escrow FundFunds, if any, not required to satisfy the Eligible Claimssuch claims. To the extent Deliveries of the Escrow Fund exceeds the amount Amount out of Eligible Claims on or after the Escrow Termination Date, Funds to the Stockholders pursuant to this SECTION 7.3(c) shall be made in proportion to their respective pro rata portions of the Escrow Agent shall transfer to the Pathlore Stockholders the amount, if any, of any excess above the amount of the Eligible Claims then Amount remaining in the Escrow FundFunds.

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 11:59 p.m. Pacific time on the Escrow Termination Expiration Date (the “"Escrow Period”"), at which time the Escrow Agent shall distribute the Escrow Fund to the Company Shareholders; provided provided, however, that the Escrow -------- ------- Period shall not terminate with respect to, and the Escrow Agent shall retain in the Escrow Fund, any amount which, in reasonable judgment of Parent, subject to the objection of the Shareholder Representative (as defined in Section 7.3 ----------- below) and only tothe subsequent arbitration of the matter in the manner provided in Section 7.2(f) such amount that hereof, is reasonably necessary to satisfy any unsatisfied claims concerning specified -------------- in any Officer's Certificate delivered to the Escrow Agent and the Shareholder Representative pursuant to Sections 7.2(d) and (e) prior to the Expiration Date --------------- --- with respect to 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 Stockholder Representative prior to termination of such Escrow Period (“Eligible Claims”)Expiration Date. As soon as all Eligible Claims such claims have been resolved pursuant to the terms hereofresolved, the Escrow Agent shall transfer deliver to the Pathlore Stockholders Company Shareholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy the Eligible Claimssuch claims. To the extent the Deliveries of Escrow Fund exceeds the amount of Eligible Claims on or after the Escrow Termination Date, the Escrow Agent shall transfer Amounts to the Pathlore Stockholders the amount, if any, of any excess above the amount of the Eligible Claims then remaining Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective -------------- original contributions to the Escrow Fund.