Common use of Deposit in Escrow Clause in Contracts

Deposit in Escrow. Pursuant to Section 1.01, concurrently with the execution and delivery of this Agreement, each holder of Escrow Shares shall (i) execute and deliver to Parent and Citigroup Global Markets Inc. (the “Escrow Agent”) a copy of the Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), and (ii) deliver to the Escrow Agent a certificate or certificates (the “Escrow Certificates”) representing the shares of Company Common Stock set forth opposite such Shareholder’s name under the heading “Escrow Shares” on Annex I (the “Escrow Shares”) as provided in the Escrow Agreement, duly endorsed or accompanied by stock powers duly executed in blank. All Escrow Certificates so delivered to the Escrow Agent shall remain subject to the Escrow Agreement until the earliest of (1) the tender of such Escrow Shares in the Offer pursuant to the Escrow Agreement, (2) the date the Offer shall have been abandoned or terminated by Merger Subsidiary in accordance with the terms of the Merger Agreement, or (3) the date that this Agreement is terminated in accordance with Section 4.03 (the earlier such date, the “Termination Date”). If the Termination Date occurs in respect of the occurrence of an event described in clause (2) or (3) above, Parent and the Chief Executive Officer of the Company on behalf of the Shareholders shall give notice to the Escrow Agent of such event and, upon receipt of such notice, the Escrow Agent shall as promptly as practicable, but in no event later than two Business Days after the date of such notice, return all Escrow Certificates to their respective holders of record.