Common use of Protection of Escrow Fund; Distribution of Interest from Escrow Fund Clause in Contracts

Protection of Escrow Fund; Distribution of Interest from Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall not treat the Escrow Fund as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split or stock dividend) ("NEW SHARES") in respect of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have not been deposited with or have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders thereof. (iii) Subject to SECTION 7.2(e)(II), each Company Shareholder shall be deemed the record holder of, and shall have voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock). Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph.

Protection of Escrow Fund; Distribution of Interest from Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall not treat the Escrow Fund as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split or stock dividend) ("NEW SHARES") in respect of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have not been deposited with or have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders thereof. (iii) Subject to SECTION 7.2(e)(IISection 7.3(c)(ii), each Company Shareholder Escrow Contributor shall be deemed the record holder of, and shall have voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Escrow Contributor (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock); provided, however, that with respect to Escrow Shares (as defined in (d)(ii) below) which are Reserved Option Shares, the Escrow Contributor who contributed such Reserved Option Shares to the Escrow Amount shall be deemed the the record holder of such shares only for purposes of the calculations under this Section 7.3 and shall not have voting, dividend, distribution and all other rights with respect to such shares unless and until (an then, to the extent that) such Escrow Contributor exercises the option with respect to which such shares are reserved. Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph. (iv) With respect to any Escrow Contributor who has contributed Reserved Option Shares to the Escrow Amount, if such Escrow Contributor seeks to exercise the option(s) in respect to which such Reserved Option Shares are reserved and if, after such exercise(s), the number of shares of Parent Common Stock purchasable under such option(s) would be less than the number of Reserved Option Shares which such Escrow Contributor should then have included in the Escrow Amount (after deliveries out of the Escrow Fund pursuant to Section 7.3(d)) (such difference, the "OPTION SHARE DEFICIENCY"), then Parent shall retain in the Escrow Fund a number of the shares of Parent Common Stock otherwise to be issued to the Escrow Contributor upon such exercise(s) (the "NEW ESCROW SHARES") such that the number of New Escrow Shares times the RN Stock Price is equal to the Option Value of the Reserved Option Shares that constitute the Option Share Deficiency. Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph. (v) Pursuant to Section 1.6(b), a portion of the Escrow Shares contributed to the Escrow Amount by certain of the Escrow Contributors are Restricted Shares pursuant to the terms of a Stock Restriction Agreement between each of such Escrow Contributors and the Parent. Restricted Shares may be released to Parent by the Escrow Agent pursuant to the terms of the Stock Restriction Agreement (and the Joint Escrow Instructions executed pursuant thereto). Thus, Restricted Shares which are Escrow Shares may be released to Parent by the Escrow Agent either (A) pursuant to the Stock Restriction Agreement or (B) pursuant to the terms of Article VII of this Agreement. Additionally, Restricted Shares which are Escrow shares may not be released to the Escrow Contributor until such shares are entitled to be released from the Escrow Agent's custody pursuant to both (X) release of such shares from the restrictions of the Stock Restriction Agreement and (Y) the provisions of Section 7.3(b) of this Agreement.

Protection of Escrow Fund; Distribution of Interest from Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall not treat the Escrow Fund as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split or stock dividend) ("NEW SHARES") in respect of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have not been deposited with or have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders thereof. (iii) Subject to SECTION 7.2(e)(II6.3(c)(ii), each Company Shareholder Stockholder shall be deemed the record holder of, and shall have voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities and other equity securities added to the Escrow Fund in -45- 50 respect of such shares of Parent Common Stock). Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph. (iv) Pursuant to SECTION 1.7(b), the Escrow Shares contributed to the Escrow Fund by the Principal Stockholders consist of Restricted Merger Shares and Unrestricted Merger Shares. Unrestricted Merger Shares which are also Escrow Shares shall be released upon termination of the Escrow Period in accordance with Section 6.3 of this Agreement. Restricted Merger Shares which are also Escrow Shares may be released to Parent by the Escrow Agent either (A) pursuant to the terms of the Stock Restriction Agreements or (B) pursuant to the terms of ARTICLE VI of this Agreement. The Restricted Merger Shares which are also Escrow Shares will be released to the Principal Stockholder when such shares are entitled to be released from the Escrow Agent's custody pursuant to both (X) the release of such shares from the restrictions of the Stock Restriction Agreement and (Y) the provisions of SECTION 6.3(b) of this Agreement.

Protection of Escrow Fund; Distribution of Interest from Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not treat the Escrow Fund as the property of Parent Feiya and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Feiya Common Stock or other equity securities issued or distributed by Parent Feiya (including shares issued upon a stock split or stock dividendsplit) ("NEW SHARES"“New Shares”) in respect of Parent Feiya Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Feiya Common Stock which have not been deposited with or have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders record holders thereof. Cash dividends on Feiya Common Stock shall not be added to the Escrow Fund but shall be distributed to Crane. (iii) Subject Any rights issued with respect to SECTION 7.2(e)(II), each Company Shareholder Feiya Common Stock in the Escrow Fund shall be deemed the record holder of, and distributed to Crane. (iv) Crane shall have voting, dividend, distribution and all other voting rights with respect to the shares of Parent Feiya Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stockconstituting New Shares). Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph.

Protection of Escrow Fund; Distribution of Interest from Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not treat the Escrow Fund as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereofhereof and of the Escrow Agreement. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split or stock dividendsplit) ("NEW SHARESNew Shares") in respect of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have not been deposited with or have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Subject to SECTION 7.2(e)(II), each Company Shareholder shall be deemed the record holder of, and Each Escrow Stockholder shall have voting, dividend, distribution voting rights and all other rights the right to distributions of dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Escrow Stockholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock). Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation as determined pursuant to monitor or take any action with respect to the foregoing paragraphSection 1.9(b).

Protection of Escrow Fund; Distribution of Interest from Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not treat the Escrow Fund as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) . Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split or stock dividendsplit) ("NEW SHARESNew Shares") in respect of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have not been deposited with or have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders record holders thereof. (iii) Subject . Cash dividends on Parent Common Stock shall not be added to SECTION 7.2(e)(II), each Company the Escrow Fund but shall be distributed to the record holders thereof. Each Merger Shareholder shall be deemed the record holder of, and shall have voting, dividend, distribution and all other voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Merger Shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock). Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph.

Protection of Escrow Fund; Distribution of Interest from Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not treat the Escrow Fund as the property of Parent Purchaser and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Purchaser Common Stock or other equity securities issued or distributed by Parent Purchaser (including shares issued upon a stock split or stock dividendsplit) ("NEW SHARESNew Shares") in respect of Parent Purchaser Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Purchaser Common Stock which have not been deposited with or have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders record holders thereof. Cash dividends on Purchaser Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Subject to SECTION 7.2(e)(II), each Company Each Shareholder shall be deemed the record holder of, and shall have voting, dividend, distribution and all other voting rights with respect to the shares of Parent Purchaser Common Stock contributed to the Escrow Fund by such Company Shareholder him or her (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Purchaser Common Stock). Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph.

Protection of Escrow Fund; Distribution of Interest from Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not treat the Escrow Fund as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split or stock dividendsplit) ("NEW SHARESNew Shares") in respect of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have not been deposited with or have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Subject to SECTION 7.2(e)(II), each Company Shareholder shall be deemed the record holder of, and Each Stockholder shall have voting, dividend, distribution and all other voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock). Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph.