Common use of Escrow Consideration Clause in Contracts

Escrow Consideration. (a) At or before the Effective Time, BFST shall deposit or cause to be deposited, from the Aggregate Stock Consideration, a number of validly issued, fully paid and nonassessable shares of BFST Common Stock, having a value equal to $1,500,000.00 based on the BFST Share Closing Price (the “Escrow Consideration”), into a segregated escrow account (the “Escrow Account”) with Computershare Trust Company, N.A. (the “Escrow Agent”) until the later of (i) the date that the litigation set forth on Section 2.2 of the Oakwood Disclosure Schedules (the “Escrow Litigation”) is fully and finally resolved in accordance with the terms of the Escrow Agreement or (ii) two (2) years from the Closing Date; provided, however, if BFST is not a party to any claim related to the Escrow Litigation at the expiration of the two (2) year period described in clause (ii) of this Section 2.2(a), then the Escrow Consideration shall be distributed in accordance with Section 6(b) of the Escrow Agreement (the “Escrow Period”). BFST shall cause the Escrow Agent to distribute the Escrow Consideration to the holders of Oakwood Stock immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) in accordance with the terms and conditions of this Agreement and the Escrow Agreement. (b) From and after the Effective Time, BFST and Oakwood agree that for all Tax purposes, (i) the Oakwood shareholders shall be treated as the owners of the Escrow Consideration in the Escrow Account, (ii) the Escrow Consideration shall be treated as part of the Merger Consideration for such shareholders’ Oakwood Stock pursuant to the Merger to the extent permissible under applicable law, and (iii) the Oakwood shareholders shall be entitled to receive dividends on, and shall be entitled to vote on, the shares of BFST Common Stock held in the Escrow Account. The Oakwood shareholders shall take into account all items of income, deduction and credit with respect to the Escrow Consideration while it is held in the Escrow Account. No party shall take any position on an income Tax Return that is inconsistent with the foregoing unless otherwise required pursuant to applicable law.