Common use of Escrow Period; Release From Escrow Clause in Contracts

Escrow Period; Release From Escrow. (i) Except as otherwise set forth herein, the Escrow Shares shall be subject to escrow only until one year from the date hereof (the "Termination Date"); provided, however, that if Trinity delivers an Officer's Certificate (defined below) to the Escrow Agent prior to the Release Date (defined below) with respect to facts and circumstances existing prior to the Termination Date, a number of shares equal in value to the Damages (as defined in the Merger Agreement) claimed thereunder (the "Retained Shares") shall remain in escrow unless and until Escrow Agent has received either: (i) written instructions signed by all of Trinity, Kennedy and Scammell instructinx Xxxxxw Agent how the Retained Shares should be disbursed; or (ii) an order from a court of competent jurisdiction or award from an arbitral authority instructing the Escrow Agent as to how the Retained Shares should be disbursed. Promptly following Escrow Agent's receipt of either of the foregoing, Escrow Agent shall make the disbursement specified therein. For purposes of determining the number of Retained Shares, each share shall be valued as determined pursuant to Section 11.2 of the Merger Agreement.

Escrow Period; Release From Escrow. (i) Except as otherwise set forth herein, the Escrow Shares shall be subject to escrow only until one year from the date hereof (the "Termination Date"); provided, however, that if Trinity delivers an Officer's Certificate (defined below) to the Escrow Agent prior to the Release Date (defined below) with respect to facts and circumstances existing prior to the Termination Date, a number of shares equal in value to the Damages (as defined in the Merger Purchase Agreement) claimed thereunder (the "Retained Shares") shall remain in escrow unless and until Escrow Agent has received either: (ia) written instructions signed by all of Trinity, Kennedy McPherson and Scammell Hayman instructinx Xxxxxw Xxxxxx Agent how the xxx xhe Retained Shares should be disbursed; or (iib) an order from a court of competent jurisdiction or award from an arbitral authority instructing the Escrow Agent as to how the Retained Shares should be disbursed. Promptly following Escrow Agent's receipt of either of the foregoing, Escrow Agent shall make the disbursement specified therein. For purposes of determining the number of Retained Shares, each share shall be valued as determined pursuant to Section 11.2 12.5 of the Merger Purchase Agreement.

Escrow Period; Release From Escrow. (i) Except as otherwise set forth herein, the Escrow Shares shall be subject to escrow only until one year eighteen months from the date hereof (the "Termination Date"); provided, however, that if Trinity delivers an Officer's Certificate (defined below) to the Escrow Agent prior to the Release Date (defined below) with respect to facts and circumstances existing prior to the Termination Date, a number of shares equal in value to the Damages (as defined in the Merger Purchase Agreement) claimed thereunder (the "Trinity Retained Shares") shall remain in escrow unless and until Escrow Agent has received either: (iA) written instructions signed by all of Trinity, Kennedy Trinity and Scammell instructinx Xxxxxw the Shareholder Representative instructing Escrow Agent how the Trinity Retained Shares should be disbursed; or (iiB) an order from a court of competent jurisdiction or award from an arbitral authority instructing the Escrow Agent as to how the Trinity Retained Shares should be disbursed. Promptly following Escrow Agent's receipt of either of the foregoing, Escrow Agent shall make the disbursement specified therein. For purposes of determining the number of Trinity Retained Shares, each share shall be valued as determined pursuant to Section 11.2 of the Merger Agreement"Fair Market Value."

Escrow Period; Release From Escrow. (i) Except as otherwise set forth herein, the Escrow Shares shall be subject to escrow only until one year from the date hereof (the "Termination Date"); provided, however, that if Trinity delivers an Officer's Certificate (defined below) to the Escrow Agent prior to the Release Date (defined below) with respect to facts and circumstances existing prior to the Termination Date, a number of shares equal in value to the Damages (as defined in the Merger Purchase Agreement) claimed thereunder (the "Retained Shares") shall remain in escrow unless and until Escrow Agent has received either: (i) written instructions signed by all of Trinity, Kennedy Roche and Scammell instructinx Xxxxxw Xxxxx instructing Escrow Agent how the Retained Shares should be disbursed; or (ii) an order from a court of competent jurisdiction or award from an arbitral authority instructing the Escrow Agent as to how the Retained Shares should be disbursed. Promptly following Escrow Agent's receipt of either of the foregoing, Escrow Agent shall make the disbursement specified therein. For purposes of determining the number of Retained Shares, each share shall be valued as determined pursuant to Section 11.2 12.5 of the Merger Purchase Agreement.