Common use of Distribution of Escrow Shares Clause in Contracts

Distribution of Escrow Shares. Any distribution of all or a portion of the Escrow Shares to the Stockholders that are Accredited Investors holding interests in the Share Escrow Property as set forth on Schedule A hereto shall be made by delivery of the stock certificate held by the Escrow Agent representing the Escrow Shares to the Buyer or its transfer agent, endorsed for transfer, with instruction to the Buyer or its transfer agent to transfer and issue the aggregate number of Escrow Shares being distributed, allocated among the Stockholders that are Accredited Investors based upon their pro rata shares according to the percentages set forth in the column “Percentage Interest in Share Escrow Property,” on Schedule A hereto (as nearly as practicable, rounding down to the nearest whole share for each Stockholder that is an Accredited Investor), in each case by issuing to each such Stockholder that is an Accredited Investor a stock certificate representing such allocated shares, registered in his or her name set forth on Schedule A and mailing by first class mail to such Stockholders’ address set forth on Schedule A (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining Escrow Shares are to be so distributed and transferred, the Escrow Agent shall instruct the Buyer or its transfer agent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining Escrow Shares. If any Stockholder who represented and warranted in his, her or its letter of transmittal that he, she or it is an Accredited Investor and, at the time of any such distribution of Escrow Shares, such Stockholder is no longer an Accredited Investor, a sale of the applicable Escrow Shares shall be effected in accordance with Section 5(b) and the net sale proceeds of such sale of Escrow Shares received by the Escrow Agent shall be paid to such Stockholder less the applicable Sales Administration Fee. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of the Buyer or its transfer agent in connection with the foregoing.

Distribution of Escrow Shares. Any The Escrow Agent shall distribute the Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Indemnification Representatives and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or a portion the Indemnification Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof. Within five business days after July 24, 2009 (the “Termination Date”), the Escrow Agent shall, automatically, without any notice required, distribute to the Indemnifying Stockholders all of the Escrow Shares then held in escrow, registered in the names of the Indemnifying Stockholders in direct proportion to the number of Escrow Shares delivered by each Indemnifying Stockholder. Notwithstanding the foregoing, if the Parent has previously delivered to the Escrow Agent a copy of a Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the claim covered thereby, or if the Parent has previously delivered to the Escrow Agent a copy of an Expected Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the anticipated claim covered thereby, the Escrow Agent shall retain in escrow after the Termination Date such number of Escrow Shares as have a Value (as defined in Section 4 below) equal to the Claimed Amount (as hereinafter defined) covered by such Claim Notice or equal to the estimated amount of Damages set forth in such Expected Claim Notice, as the case may be. Any Escrow Shares so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof. For purposes of this Agreement, a Claim Notice means a written notification under the Merger Agreement given by the Parent to the Indemnifying Stockholders which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Parent, (ii) a statement that are Accredited Investors holding interests the Parent is entitled to indemnification under Article 6 of the Merger Agreement for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the Share Escrow Property amount of such Damages. For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of a representation or warranty, to the effect that, as set forth on Schedule A hereto a result a legal proceeding instituted by or written claim made by a third party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty. Distributions to the Indemnifying Stockholders shall be made by delivery mailing stock certificates to such holders at their respective addresses shown on the books of the stock certificate held by Parent (or such other address as may be provided in writing to the Escrow Agent representing the by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Stockholders pursuant to this Agreement. Instead, the Buyer or its transfer agent, endorsed for transfer, with instruction to the Buyer or its transfer agent to transfer and issue the aggregate number of Escrow Shares being distributed, allocated among the Stockholders shares that are Accredited Investors based upon their pro rata shares according to the percentages set forth in the column “Percentage Interest in Share Escrow Property,” on Schedule A hereto (as nearly as practicable, rounding each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole share for each Stockholder number (provided that is an Accredited Investor), the Indemnification Representatives shall have the authority to effect such rounding in each case by issuing to each such Stockholder a manner that is an Accredited Investor a stock certificate representing such allocated shares, registered in his or her name set forth on Schedule A and mailing by first class mail to such Stockholders’ address set forth on Schedule A (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining total number of whole Escrow Shares are to be so distributed and transferred, equals the Escrow Agent shall instruct the Buyer or its transfer agent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining Escrow Shares. If any Stockholder who represented and warranted in his, her or its letter of transmittal that he, she or it is an Accredited Investor and, at the time of any such distribution of Escrow Shares, such Stockholder is no longer an Accredited Investor, a sale of the applicable Escrow Shares shall be effected in accordance with Section 5(b) and the net sale proceeds of such sale number of Escrow Shares received by then held in the Escrow Agent shall be paid to such Stockholder less the applicable Sales Administration Fee. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of the Buyer or its transfer agent in connection with the foregoingAccount).

Distribution of Escrow Shares. The Escrow Shares shall serve as collateral for the indemnity obligations of the Shareholders under the Reorganization Agreement. Any distribution claim by ForeFront for indemnification against the Shareholders shall be conducted in accordance with the terms of all or this Section 2.1 If ForeFront shall have any claim against the Shareholders (excluding claims resulting from the assertion of liability by third parties), it shall promptly give written notice thereof to the Escrow Agent and the Shareholders, including in such notice a portion brief description of the facts upon which such claims are based and the amount thereof. If the Shareholders object to the allowance of any such claims, they shall give written notice to ForeFront and the Escrow Agent within twenty days following receipt of ForeFront's notice of claim, advising it and the Escrow Agent that they do not consent to the delivery of any of the Escrow Shares out of escrow for application to such claims. If no such notice is timely provided by the Stockholders that are Accredited Investors holding interests in Shareholders to ForeFront and the Share Escrow Property as set forth on Schedule A hereto shall be made by delivery of the stock certificate held by Agent, the Escrow Agent representing shall, within five business days after the expiration of the prior notice period, deliver out of escrow the lesser of: (a) the number of the Escrow Shares (in whole shares) that have an aggregate market value as notified of in writing by ForeFront and the Shareholders most nearly equal to the Buyer amount of the claim or its transfer agentclaims thus to be satisfied, endorsed for transfer, with instruction to or (b) all of the Buyer or its transfer agent to transfer Escrow Shares. If the Shareholders advise ForeFront and issue the aggregate number of Escrow Shares being distributed, allocated among the Stockholders that are Accredited Investors based upon their pro rata shares according to the percentages set forth in the column “Percentage Interest in Share Escrow Property,” on Schedule A hereto (as nearly as practicable, rounding down to the nearest whole share for each Stockholder that is an Accredited Investor), in each case by issuing to each such Stockholder that is an Accredited Investor a stock certificate representing such allocated shares, registered in his or her name set forth on Schedule A and mailing by first class mail to such Stockholders’ address set forth on Schedule A (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all within the then remaining foregoing twenty day period that they object to such application of the Escrow Shares are to be so distributed and transferredafter a claim has been made, the Escrow Agent shall instruct the Buyer or its transfer agent to issue and return to hold the Escrow Agent (or its nominee, if Shares in escrow until the Escrow Agent shall so instruct) a stock certificate representing rights of the remaining Escrow SharesShareholders and ForeFront with respect thereto have been agreed upon in accordance with the terms of this Agreement. If any Stockholder who represented and warranted in his, her or its letter distribution pursuant to this Section 2.1 involves fewer than all of transmittal that he, she or it is an Accredited Investor and, at the time of any such distribution of Escrow Shares, such Stockholder is no longer an Accredited Investor, a sale of it shall be allocated pro rata against the applicable Escrow Shares therein based on the Escrow Shares beneficially owned by each Shareholder (unless the claim made is based disproportionately on a representation made individually by a Shareholder in which case the distribution shall be effected in accordance with Section 5(b) and the net sale proceeds of such sale of Escrow Shares received by the Escrow Agent shall be paid to such Stockholder less the applicable Sales Administration Fee. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of the Buyer or its transfer agent in connection with the foregoingappropriately adjusted).

Distribution of Escrow Shares. The Escrow Agent shall distribute the Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Indemnification Representatives and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or the Indemnification Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof. Within five business days after __________, 2009 (the “Termination Date”), the Escrow Agent shall, automatically, without any notice required, distribute to the Indemnifying Stockholders all of the Escrow Shares then held in escrow, registered in the names of the Indemnifying Stockholders. Notwithstanding the foregoing, if the Parent has previously delivered to the Escrow Agent a copy of a Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the claim covered thereby, or if the Parent has previously delivered to the Escrow Agent a copy of an Expected Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the anticipated claim covered thereby, the Escrow Agent shall retain in escrow after the Termination Date such number of Escrow Shares as have a Value (as defined in Section 4 below) equal to the Claimed Amount (as hereinafter defined) covered by such Claim Notice or equal to the estimated amount of Damages set forth in such Expected Claim Notice, as the case may be. Any Escrow Shares so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof. For purposes of this Agreement, a Claim Notice means a written notification under the Merger Agreement given by the Parent to the Indemnifying Stockholders which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Parent, (ii) a statement that the Parent is entitled to indemnification under Article 6 of the Merger Agreement for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of a representation or warranty, to the effect that, as a result a legal proceeding instituted by or written claim made by a third party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty. Any distribution of all or a portion of the Escrow Shares (or cash or other property pursuant to Section 2(c)) to the Indemnifying Stockholders that are Accredited Investors holding interests in the Share Escrow Property as set forth on Schedule A hereto shall be made by delivery of stock certificates issued in the stock certificate held by name of the Escrow Agent representing Indemnifying Stockholders (or cash or other property), covering such percentage of the Escrow Shares to the Buyer (or its transfer agent, endorsed for transfer, cash or other property) being distributed as is calculated in accordance with instruction to the Buyer or its transfer agent to transfer and issue the aggregate number of Escrow Shares being distributed, allocated among the Stockholders that are Accredited Investors based upon their pro rata shares according to the percentages set forth opposite such holders’ respective names on Attachment A attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to an Indemnifying Stockholder who has not, according to a written notice provided by the Parent to the Escrow Agent, prior to such distribution, surrendered pursuant to the terms of the Merger Agreement his, her or its documents formerly representing equity interests of the Company. Any such withheld shares shall be delivered to the Parent promptly after the Termination Date, and shall be delivered by the Parent to the Indemnifying Stockholders to whom such shares would have otherwise been distributed upon surrender of documents evidencing their Company equity interests. Distributions to the Indemnifying Stockholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Attachment A (or such other address as may be provided in writing to the column “Percentage Interest in Share Escrow Property,” on Schedule A hereto (as nearly as practicableAgent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Stockholders pursuant to this Agreement. Instead, rounding the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole share for each Stockholder number (provided that is an Accredited Investor), the Indemnification Representatives shall have the authority to effect such rounding in each case by issuing to each such Stockholder a manner that is an Accredited Investor a stock certificate representing such allocated shares, registered in his or her name set forth on Schedule A and mailing by first class mail to such Stockholders’ address set forth on Schedule A (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining total number of whole Escrow Shares are to be so distributed and transferred, equals the Escrow Agent shall instruct the Buyer or its transfer agent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining Escrow Shares. If any Stockholder who represented and warranted in his, her or its letter of transmittal that he, she or it is an Accredited Investor and, at the time of any such distribution of Escrow Shares, such Stockholder is no longer an Accredited Investor, a sale of the applicable Escrow Shares shall be effected in accordance with Section 5(b) and the net sale proceeds of such sale number of Escrow Shares received by then held in the Escrow Agent shall be paid to such Stockholder less the applicable Sales Administration Fee. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of the Buyer or its transfer agent in connection with the foregoingAccount).

Distribution of Escrow Shares. Any distribution of all or a portion of On the Distribution Date, Premiere shall ----------------------------- cancel certificates representing the Escrow Shares then held in escrow as of the Distribution Date ("Available Escrow Shares") and with respect to which an Indemnification Claim is not pending and distribute new certificates to the Stockholders Members in accordance with each Member's Percentage Interest. With respect to Indemnification Claims pending as of the Distribution Date, Premiere and the Indemnitor Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending Indemnification Claims; provided, that if Premiere and the Indemnitor Representative are Accredited Investors holding interests not able to agree on the Indemnification Amount with respect to such Indemnification Claims by the Distribution Date, the amount of the Indemnification Amount for purposes of the calculations in the Share following sentence of this Section 3.3 shall be the amount claimed by Premiere in its Notice of Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, Premiere shall promptly (i) calculate the number of Escrow Property Shares of each Member necessary to satisfy the Indemnification Amount in the same manner as set forth in Section 3.2(a) hereof (the "Disputed Escrow Shares"), and (ii) issue to each Member a Replacement Certificate for the number of shares of Premiere Common Stock (the "Undisputed Escrow Shares") equaling: (x) in the case of CMG, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the CMG Escrow Account on Schedule A hereto the Distribution Date and (y) in the case of the Other Indemnitors, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the Other Indemnitors' Escrow Account on the Distribution Date, multiplied by each Indemnitor's Percentage Interest. Any such delivery of Premiere Common Stock to Members shall be made by delivery of the stock certificate held full shares and any fractional portions shall be rounded to a whole number by the Escrow Agent representing so that the number of shares remaining in escrow to be delivered will be fully allocated among such Members. Upon the final resolution as agreed by Premiere and the Indemnitor Representative in writing of any Indemnification Claim for which Disputed Escrow Shares to were retained in escrow after the Buyer or its transfer agent, endorsed for transfer, with instruction to the Buyer or its transfer agent to transfer and issue the aggregate number of Escrow Shares being distributed, allocated among the Stockholders that are Accredited Investors based upon their pro rata shares according to the percentages set forth in the column “Percentage Interest in Share Escrow Property,” on Schedule A hereto (as nearly as practicable, rounding down to the nearest whole share for each Stockholder that is an Accredited Investor), in each case by issuing to each such Stockholder that is an Accredited Investor a stock certificate representing such allocated shares, registered in his or her name set forth on Schedule A and mailing by first class mail to such Stockholders’ address set forth on Schedule A (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining Escrow Shares are to be so distributed and transferredDistribution Date, the Escrow Agent shall instruct promptly cancel the Buyer or its transfer agent to issue and return appropriate number of Disputed Escrow Shares corresponding to the Escrow Agent Indemnification Amount corresponding to such Indemnification Claim (or its nominee, if the Escrow Agent any) and shall so instruct) a stock certificate representing the deliver any remaining Escrow Shares. If any Stockholder who represented and warranted in his, her or its letter of transmittal that he, she or it is an Accredited Investor and, at the time of any such distribution of Escrow Shares, such Stockholder is no longer an Accredited Investor, a sale of the applicable Disputed Escrow Shares shall be effected to the Members in accordance with Section 5(b) and the net sale proceeds of their respective interests in such sale of remaining Disputed Escrow Shares received by the Escrow Agent shall be paid to such Stockholder less the applicable Sales Administration Fee. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of the Buyer or its transfer agent in connection with the foregoingShares.