Common use of Terms of Escrow Clause in Contracts

Terms of Escrow. (a) If the Market Value of the Common Stock two years after Closing is less than the Closing Price, the Target Company shall sell to Xxxxxxx the number of Xxxxxxx Escrow Shares (the "Xxxxxxx Protection Shares") equal to (a) the Xxxxxxx Consideration Shares multiplied by (b) the Percentage Decrease, at a purchase price of 1p per Xxxxxxx Consideration Share (the "Escrow Purchase Price"). The "Percentage Decrease" shall be equal to 1 - Market Value/the Closing Price. "Market Value" shall be the average of the ten (10) closing bid prices per share of the Common Stock during the ten (10) trading days immediately preceding the two year anniversary of the Closing. Within three (3) Business Days of the two year anniversary of the Closing, Xxxxxxx shall (i) send a notice ("Sale Notice") to the Target Company and the Escrow Agent of the Xxxxxxx Protection Shares to be sold by the Target Company to Xxxxxxx, if any, and (ii) deposit the Escrow Purchase Price with the Escrow Agent, if necessary. Within fourteen (14) Business Days of the Target Company's and the Escrow Agent's receipt of the Sale Notice and Escrow Agent's receipt of the Escrow Purchase Price, the Escrow Agent is authorized and directed (i) to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the Xxxxxxx Protection Shares, if any, and the Stock Powers to Xxxxxxx, (iii) to deliver the remaining Xxxxxxx Escrow Shares, if any, to the Target Company, and (iv) to deliver the Stock Powers to the Target Company if the total number of Xxxxxxx Protection Shares is zero.

Terms of Escrow. (a) If the Market Value of the Common Stock on the date occurring two years after Closing (the "Two Year Anniversary") is less than the Closing Price, the Target Company shall sell to Xxxxxxx and Xxxxxxx shall purchase the number of Xxxxxxx Escrow Shares (the "Xxxxxxx Protection Shares") equal to (a) the Xxxxxxx Consideration Shares multiplied by (b) the Percentage Decrease, at a purchase price of 1p per Xxxxxxx Consideration Share (the "Escrow Purchase Price"). The "Percentage Decrease" shall be equal to 1 - Market Value/the Closing Price. "Market Value" shall be the average of the ten (10) closing bid prices per share of the Common Stock during the ten (10) trading days immediately preceding the two year anniversary of the ClosingTwo Year Anniversary. Within three (3) Business Days of the two year anniversary Two Year Anniversary of the Closing, Xxxxxxx shall (i) send a notice ("Sale Notice") to the Target Company and the Escrow Agent of the Xxxxxxx Protection Shares to be sold by the Target Company to Xxxxxxx, if any, and (ii) deposit the Escrow Purchase Price with the Escrow Agent, if necessary. Within fourteen (14) Business Days of the Target Company's and the Escrow Agent's receipt of the Sale Notice and Escrow Agent's receipt of the Escrow Purchase Price, the Escrow Agent is authorized and directed simultaneously (i) to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the Xxxxxxx Protection Shares, if any, to Xxxxxxx and the Stock Powers to Xxxxxxx, (iii) to deliver the remaining Xxxxxxx Escrow Shares, if any, to the Target Company, and (iv) to deliver the Stock Powers to the Target Company if the total number of Xxxxxxx Protection Shares is zero.

Terms of Escrow. (a) If the Market Value of the Common Stock two years after Closing is less than the Closing Price, the Target Company shall sell to Xxxxxxx the number of Xxxxxxx Escrow Shares (the "“Xxxxxxx Protection Shares"”) equal to (a) the Xxxxxxx Consideration Shares multiplied by (b) the Percentage Decrease, at a purchase price of 1p per Xxxxxxx Consideration Share (the "“Escrow Purchase Price"”). The "“Percentage Decrease" ” shall be equal to 1 - – Market Value/the Closing Price. "“Market Value" ” shall be the average of the ten (10) closing bid prices per share of the Common Stock during the ten (10) trading days immediately preceding the two year anniversary of the Closing. Within three (3) Business Days of the two year anniversary of the Closing, Xxxxxxx shall (i) send a notice ("“Sale Notice"”) to the Target Company and the Escrow Agent of the Xxxxxxx Protection Shares to be sold by the Target Company to Xxxxxxx, if any, and (ii) deposit the Escrow Purchase Price with the Escrow Agent, if necessary. Within fourteen (14) Business Days of the Target Company's ’s and the Escrow Agent's ’s receipt of the Sale Notice and Escrow Agent's ’s receipt of the Escrow Purchase Price, the Escrow Agent is authorized and directed (i) to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the Xxxxxxx Protection Shares, if any, and the Stock Powers to Xxxxxxx, (iii) to deliver the remaining Xxxxxxx Escrow Shares, if any, to the Target Company, and (iv) to deliver the Stock Powers to the Target Company if the total number of Xxxxxxx Protection Shares is zero. (b) If at any time before September 30, 2004, the Xxxxxxx Consideration Shares are admitted for trading on the London Stock Exchange plc (the “London Exchange”), the Escrow Agent is authorized and directed to distribute, within fourteen (14) Business Days of such admittance, (i) the Consideration Stock to Xxxxxxx and (ii) fifty percent (50%) of the Xxxxxxx Consideration Shares to the Target Company. If the Xxxxxxx Consideration Shares are not admitted for trading on the London Exchange by September 30, 2004, the Escrow Agent is authorized and directed to distribute, no later than October 5, 2004, (i) the Consideration Stock to the Target Company and (ii) the Xxxxxxx Consideration Shares to Xxxxxxx.

Terms of Escrow. (a) If the Market Value of the Common Stock two years after Closing is less than the Closing Price, the Target Company shall sell to Xxxxxxx Langley the number of Xxxxxxx Langley Escrow Shares (the "Xxxxxxx Langley Protection SharesXxxxxx") equal to (a) the Xxxxxxx xxx Xxngley Consideration Shares multiplied Sxxxxx xultiplied by (b) the Percentage DecreaseDecreaxx, at xx a purchase price of 1p per Xxxxxxx Langley Consideration Share (the "Escrow Purchase Price"). The "Percentage Percxxxxxx Decrease" shall be equal to 1 - Market Value/the Closing Price. "Market Value" shall be the average of the ten (10) closing bid prices per share of the Common Stock during the ten (10) trading days immediately preceding the two year anniversary of the Closing. For the purposes hereof Market Value shall take into account the effect of any stock splits, stock dividends, recapitalizations, reorganizations or similar events occurring at the Target Company during the two year period following the Closing pursuant to which the number of Langley Protection shares were appropriately adjusted or in lieu thexxxx xxher appropriate distributions were received from the Company into Escrow at the time of such event. Within three (3) Business Days of the two year anniversary of the Closing, Xxxxxxx Langley shall (i) send a notice ("Sale Notice") to the Target Company and the Companx xxx xhe Escrow Agent of the Xxxxxxx Langley Protection Shares to be sold by the Target Company to XxxxxxxLanglex, if anyxx xny, and (ii) deposit the Escrow Purchase Price with the Escrow Xxxxxx Agent, if necessary. Within fourteen (14) Business Days of the Target Company's and the Escrow Agent's receipt of the Sale Notice and Escrow Agent's receipt of the Escrow Purchase Price, the Escrow Agent is authorized and directed (i) to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the Xxxxxxx Langley Protection Shares, if any, and the Stock Powers to XxxxxxxLangley, (iiixxx) to xo deliver the remaining Xxxxxxx Langley Escrow Shares, if anyanx, to the xx xhe Target Company, and (iv) to deliver the dexxxxx xhe Stock Powers to the Target Company if the total number of Xxxxxxx Langley Protection Shares is zero.

Terms of Escrow. (a) If the Market Value of the Common Stock two years after Closing is less than the Closing Price, the Target Company shall sell to Xxxxxxx Langley the number of Xxxxxxx Langley Escrow Shares (the "Xxxxxxx Langley Protection SharesXxxxxx") equal to (a) the Xxxxxxx xxx Xxngley Consideration Shares multiplied Sxxxxx xultiplied by (b) the Percentage DecreaseDecreaxx, at xx a purchase price of 1p per Xxxxxxx Langley Consideration Share (the "Escrow Purchase Price"). The "Percentage Percxxxxxx Decrease" shall be equal to 1 - Market Value/the Closing Price. "Market Value" shall be the average of the ten (10) closing bid prices per share of the Common Stock during the ten (10) trading days immediately preceding the two year anniversary of the Closing. Within three (3) Business Days of the two year anniversary of the Closing, Xxxxxxx Langley shall (i) send a notice ("Sale Notice") to the Target Company and the Companx xxx xhe Escrow Agent of the Xxxxxxx Langley Protection Shares to be sold by the Target Company to XxxxxxxLanglex, if anyxx xny, and (ii) deposit the Escrow Purchase Price with the Escrow Xxxxxx Agent, if necessary. Within fourteen (14) Business Days of the Target Company's and the Escrow Agent's receipt of the Sale Notice and Escrow Agent's receipt of the Escrow Purchase Price, the Escrow Agent is authorized and directed (i) to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the Xxxxxxx Langley Protection Shares, if any, and the Stock Powers to XxxxxxxLangley, (iiixxx) to xo deliver the remaining Xxxxxxx Langley Escrow Shares, if anyanx, to the xx xhe Target Company, and (iv) to deliver the dexxxxx xhe Stock Powers to the Target Company if the total number of Xxxxxxx Langley Protection Shares is zero.

Terms of Escrow. (a) If The Escrow Agent shall hold the delivered Diagnostics Shares in escrow pending notice from the Agent directing the Escrow Agent to release the Diagnostics Shares and Stock Power to the Company, subject to the adjustments described below. The Company shall deliver written notice of the total amount of Notes outstanding (the "Outstanding Note Amount") to the Agent, at least five (5) days prior to each of the Value Review Dates, as defined in this Section 2. On January 1, April 1, July 1, and October 1 of every year during the term of the Notes, so long as any Notes remain outstanding (the "Value Review Dates"), the Escrow Agent shall calculate the number of Diagnostics Shares which Fair Market Value would equal 125% of the Outstanding Note Amount on such dates. The Agent shall then give notice on that day, by phone, electronic mail, facsimile or any other delivery method, to the Escrow Agent and the Company (each such notice being referred to herein as an "Agent Notice"). Each Agent Notice shall specify (1) the Fair Market Value per share of the Diagnostics Shares and (2) the number of Diagnostics Shares with a Fair Market Value that is 125% of the Outstanding Note Amount, (3) the number and Fair Market Value of Diagnostics Shares currently held by the Escrow Agent for purposes of this Agreement, (4) if the Fair Market Value of the Common Stock two years after Closing Diagnostics Shares held by the Escrow Agent exceeds 125% of the Outstanding Note Amount (the "Excess Amount"), the total Excess Amount and the number of Diagnostics Shares with a Fair Market Value equal to the Excess Amount (the "Excess Shares"), and (5) if the Fair Market Value of the Diagnostics Shares held by the Escrow Agent is less than the Closing PriceOutstanding Note Amount ("Deficit Amount"), then the Target Company shall sell to Xxxxxxx total Deficit Amount and the number of Xxxxxxx Escrow Diagnostics Shares with a Fair Market Value equal to the Deficit Amount (the "Xxxxxxx Protection Deficit Shares") equal to (a) the Xxxxxxx Consideration Shares multiplied by (b) the Percentage Decrease, at a purchase price of 1p per Xxxxxxx Consideration Share (the "Escrow Purchase Price"). The "Percentage Decrease" Escrow Agent shall be equal entitled to 1 - Market Value/rely completely on the Closing Price. "Market Value" Agent Notice and shall be the average under no duty whatsoever to make any calculations regarding any of the ten calculations made therein. (10b) closing bid prices per share Upon receipt of an Agent Notice by the Company in which there is an Excess Amount, the Company may request that the Escrow Agent deliver all or any portion of the Common Stock during Excess Shares to the ten Company by sending a written notice of request to be delivered to the Escrow Agent (10"Company Request") trading days immediately preceding the two year anniversary of the Closing. Within within three (3) Business Days days of the two year anniversary of the Closing, Xxxxxxx shall (i) send a notice ("Sale Notice") to the Target Company and the Escrow Agent of the Xxxxxxx Protection Shares to be sold by the Target Company to Xxxxxxx, if any, and (ii) deposit the Escrow Purchase Price with the Escrow Agent, if necessaryValue Review Date. Within fourteen (14) Business Days of the Target Company's and the Escrow Agent's Upon receipt of the Sale Notice and Escrow Agent's receipt of the Escrow Purchase Pricea Company Request, the Escrow Agent must, as soon as practicable, deliver to the Company the requested Diagnostics Shares and any documents necessary to relinquish any rights by the Holders in the Excess Shares and the Agent shall execute any such documents on behalf of the Holders. (c) Upon receipt of an Agent Notice by the Company in which there is authorized and directed a Deficit Amount, the Company must, within three (i3) days of a Value Review Date, deliver to pay the Escrow Purchase Price to the Target Company, if any, (ii) to deliver the Xxxxxxx Protection Shares, if any, and the Stock Powers to Xxxxxxx, (iii) to deliver the remaining Xxxxxxx Escrow Shares, if any, to the Target Company, and (iv) to deliver the Stock Powers to the Target Company if Agent the total number of Xxxxxxx Protection Deficit Shares, rounded up to the nearest whole number. (d) In the event that any dispute relates to a claim by the Company that it (i) is entitled to receive a greater number of Excess Shares or (ii) is zerorequired to deliver a lesser number of Deficit Shares than is set forth in the Agent Notice, the Escrow Agent may release or receive any such undisputed number of Diagnostics Shares as is specified in the relevant Agent Notice in reliance upon such Agent Notice.