Common use of Release and Transfer of Escrow Fund Clause in Contracts

Release and Transfer of Escrow Fund. (a) On the first anniversary of the date hereof, the Escrow Agent is hereby authorized and directed to release to the Stockholders according to their Proportionate Interest (as defined herein) all shares of AvantGo Stock remaining in the Escrow Fund after the satisfaction of AvantGo's Claims pursuant to Section 2.1 hereof less the aggregate of: (i) that portion of the Escrow Fund as shall be required to satisfy the sum of all Claims made in good faith then pending, whether or not payment of such Claims is being disputed by the Stockholders' Representative; (ii) that portion of any unpaid reimbursement expenses payable to AvantGo pursuant to Section 5.1 hereof; and (iii) 50% of the Total Escrow Shares. For purposes of this Agreement, the "Proportionate ------------- Interest" of each Stockholder shall be as set forth on Exhibit A. -------- ---------- (b) On the Second Anniversary, the Escrow Agent is hereby authorized and directed to release to the Stockholders according to their Proportionate Interest (as defined herein) all shares of AvantGo Stock remaining in the Escrow Fund after the satisfaction of AvantGo's Claims pursuant to Section 2.1 hereof less the aggregate of: (i) that portion of the Escrow Fund as shall be required to satisfy the sum of all Claims made in good faith then pending, whether or not payment of such Claims is being disputed by the Stockholders' Representative; and (ii) that portion of any unpaid reimbursement expenses payable to AvantGo pursuant to Section 5.1 hereof. (c) The Escrow Agent shall release to the Stockholders according to their Proportionate Interests that portion of the Escrow Fund which was withheld by the Escrow Agent pursuant to Sections 2.3(a)(i) and (ii), and 2.3

Release and Transfer of Escrow Fund. (a) On the first anniversary of the date hereof, the The Escrow Agent is hereby authorized and directed to release to the Stockholders according to their Proportionate Interest (as defined herein) CDI on October 5, 2000 all shares of AvantGo Stock amounts remaining in the Escrow Fund after the satisfaction of AvantGoPurchaser's Claims pursuant to Section 2.1 2.2 hereof less the aggregate of: (i) that portion of the Escrow Fund as shall be required to satisfy the sum of all Claims made in good faith then pending, whether or not payment of such Claims is being disputed by the Stockholders' Representative; (ii) that portion of any unpaid reimbursement expenses payable to AvantGo pursuant to Section 5.1 hereof; and (iii) 50% of the Total Escrow Shares. For purposes of this Agreement, the "Proportionate ------------- Interest" of each Stockholder shall be as set forth on Exhibit A. -------- ---------- (b) On the Second Anniversary, the Escrow Agent is hereby authorized and directed to release to the Stockholders according to their Proportionate Interest (as defined herein) all shares of AvantGo Stock remaining in the Escrow Fund after the satisfaction of AvantGo's Claims pursuant to Section 2.1 hereof less the aggregate of: (i) that portion of the Escrow Fund as shall be required to satisfy the sum of all Claims made in good faith then pending, whether or not payment of such Claims is being disputed by the Stockholders' RepresentativeCDI; and (ii) that portion of any unpaid reimbursement fees or expenses payable of the Escrow Agent and/or any Arbitrator which CDI or Xxxxxxxx was obligated to AvantGo pay pursuant to Section 5.1 hereofthe terms of this Agreement. (cb) The Escrow Agent shall release to the Stockholders according to their Proportionate Interests CDI that portion of the Escrow Fund which was withheld by the Escrow Agent pursuant to Sections 2.3(a)(iSection 2.3 (a) promptly upon the delivery to the Escrow Agent of a joint written direction to that effect from Purchaser and CDI. (ii)c) Promptly upon final resolution and payment of all Claims outstanding, the balance of the Escrow Fund then remaining, if any, shall be released to CDI. (d) At any time after the date hereof, CDI may deliver to the Escrow Agent (i) written notice of its desire to replace the remaining shares of TCP Common Stock held in Escrow with cash, together with an amount in cash equal to $12.875 multiplied by the number of shares of TCP Common Stock remaining in escrow. Upon the receipt of such notice and 2.3such funds, the Escrow Agent shall deliver the shares of TCP Common Stock remaining in Escrow to CDI and thereafter, the Escrow Agent shall hold such cash in escrow pursuant to the terms of this Agreement.

Release and Transfer of Escrow Fund. (a) On the first anniversary of the date hereofJuly 18, 2000, the Escrow Agent is hereby authorized and directed to release to the Stockholders Holders according to their Proportionate Interest (as defined herein) all shares of AvantGo Stock remaining in Indemnity Shares subject to the Escrow Fund after the satisfaction of AvantGoPetopia's Claims pursuant to Section 2.1 hereof less the aggregate of: (i) that portion of the Escrow Fund Indemnity Shares as shall be required to satisfy the sum of all Claims made in good faith then pending, whether or not payment of such Claims is being disputed by the Stockholders' Representative; (ii) that portion of any unpaid reimbursement expenses payable to AvantGo pursuant to Section 5.1 hereof; and (iii) 50% a Majority in Interest of the Total Escrow Shares. For purposes of this Agreement, the "Proportionate ------------- Interest" of each Stockholder shall be as set forth on Exhibit A. -------- ---------- (b) On the Second Anniversary, the Escrow Agent is hereby authorized and directed to release to the Stockholders according to their Proportionate Interest (as defined herein) all shares of AvantGo Stock remaining in the Escrow Fund after the satisfaction of AvantGo's Claims pursuant to Section 2.1 hereof less the aggregate of: (i) that portion of the Escrow Fund as shall be required to satisfy the sum of all Claims made in good faith then pending, whether or not payment of such Claims is being disputed by the Stockholders' RepresentativeHolders; and (ii) that portion of any unpaid reimbursement expenses payable to AvantGo Petopia pursuant to Section 5.1 hereof.. For purposes of this Agreement, the "Proportionate Interest" of each ---------------------- Holder shall be as set forth on Exhibit A hereto. --------- (cb) The Escrow Agent shall release to the Stockholders Holders according to their Proportionate Interests that portion of the Escrow Fund which was withheld by the Escrow Agent pursuant to Sections 2.3(a)(iSection 2.3 (a) promptly upon the delivery to the Escrow Agent of a joint written direction to that effect from Petopia and a Majority in Interest of the Holders. (ii)c) Promptly upon final resolution and payment of all Claims outstanding as provided in Section 2.2 hereof, and 2.3the balance of the Escrow Fund then remaining, if any, shall be released to the Holders according to their Proportionate Interests.

Release and Transfer of Escrow Fund. (a) On the first anniversary of the date hereof, the The Escrow Agent is hereby authorized and directed to release to the Stockholders according to their Proportionate Interest (as defined herein) CDI on October 5, 2000 all shares of AvantGo Stock amounts remaining in the Escrow Fund after the satisfaction of AvantGoPurchaser's Claims pursuant to Section 2.1 2.2 hereof less the aggregate of: (i) that portion of the Escrow Fund as shall be required to satisfy the sum of all Claims made in good faith then pending, whether or not payment of such Claims is being disputed by the Stockholders' Representative; (ii) that portion of any unpaid reimbursement expenses payable to AvantGo pursuant to Section 5.1 hereof; and (iii) 50% of the Total Escrow Shares. For purposes of this Agreement, the "Proportionate ------------- Interest" of each Stockholder shall be as set forth on Exhibit A. -------- ---------- (b) On the Second Anniversary, the Escrow Agent is hereby authorized and directed to release to the Stockholders according to their Proportionate Interest (as defined herein) all shares of AvantGo Stock remaining in the Escrow Fund after the satisfaction of AvantGo's Claims pursuant to Section 2.1 hereof less the aggregate of: (i) that portion of the Escrow Fund as shall be required to satisfy the sum of all Claims made in good faith then pending, whether or not payment of such Claims is being disputed by the Stockholders' RepresentativeCDI; and (ii) that portion of any unpaid reimbursement fees or expenses payable of the Escrow Agent and/or any Arbitrator which CDI or Xxxxxxxx was obligated to AvantGo pay pursuant to Section 5.1 hereofthe terms of this Agreement. (cb) The Escrow Agent shall release to the Stockholders according to their Proportionate Interests CDI that portion of the Escrow Fund which was withheld by the Escrow Agent pursuant to Sections 2.3(a)(iSection 2.3(a) promptly upon the delivery to the Escrow Agent of a joint written direction to that effect from Purchaser and CDI. (ii)c) Promptly upon final resolution and payment of all Claims outstanding, the balance of the Escrow Fund then remaining, if any, shall be released to CDI. (d) At any time after the date hereof, CDI may deliver to the Escrow Agent (i) written notice of its desire to replace the remaining shares of TCP Common Stock held in Escrow with cash, together with an amount in cash equal to $12.875 multiplied by the number of shares of TCP Common Stock remaining in escrow. Upon the receipt of such notice and 2.3such funds, the Escrow Agent shall deliver the shares of TCP Common Stock remaining in Escrow to CDI and thereafter, the Escrow Agent shall hold such cash in escrow pursuant to the terms of this Agreement.