Common use of Release of Escrowed Cash and Escrowed Shares Clause in Contracts

Release of Escrowed Cash and Escrowed Shares. (a) Any distribution of all or a portion of the Escrowed Cash or the Escrowed Shares to the Company Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrowed Cash or the Escrowed Shares otherwise distributable to Company Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld cash or shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Company Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions of Escrowed Shares to the Company Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). (b) No fractional Escrowed Shares shall be distributed to Purchaser or Company Shareholders pursuant to this Agreement. Instead, the number of shares that Purchaser or each Company Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrowed Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Purchaser or the Company Shareholders, as the case may be, and shall distribute the proceeds of such sale to the Purchaser or the Company Shareholders otherwise entitled to a fractional Escrowed Share based upon the fraction of an Escrowed Share to which Purchaser or each such Company Shareholder is otherwise entitled, as the case may be.

Release of Escrowed Cash and Escrowed Shares. (a) Any distribution of all or a portion of the Escrowed Cash or the Escrowed Shares to the Company Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrowed Cash or the Escrowed Shares otherwise distributable to Company Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld cash or shares shall be delivered to the Purchaser promptly after instead of to the Termination DateCompany Shareholders, and shall be delivered by the Purchaser to the Company Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions of Escrowed Shares to the Company Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). (b) No fractional Escrowed Shares shall be distributed to Purchaser or Company Shareholders pursuant to this Agreement. Instead, the number of shares that Purchaser or each Company Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrowed Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Purchaser or the Company Shareholders, as the case may be, and shall distribute the proceeds of such sale to the Purchaser or the Company Shareholders otherwise entitled to a fractional Escrowed Share based upon the fraction of an Escrowed Share to which Purchaser or each such Company Shareholder is otherwise entitled, as the case may be.