Common use of Establishment of Escrow Fund Clause in Contracts

Establishment of Escrow Fund. At the Effective Time, (i) Cubist shall deliver directly to the Escrow Agent a certificate registered in the name of the Escrow Agent's nominee, "Embassy & Co.", representing 33,488 shares of Cubist Common Stock to be held in escrow by the Escrow Agent pursuant to the terms of this Escrow Agreement; and (ii) Acquisition Sub shall deliver directly to the Escrow Agent a certificate registered in the name of the Escrow Agent's nominee, "Embassy & Co.", representing 17,840 Exchangeable Shares to be held in escrow by the Escrow Agent pursuant to the terms of this Escrow Agreement. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Escrowed Securities. Pursuant to the Acquisition Agreement and the provisions thereof incorporated by reference into the Shareholders' Agreement, the Shareholders have consented to: (i) the establishment of this escrow to secure any payment required to be paid pursuant to the Shareholders' indemnification obligations contained in the Shareholders' Agreement or pursuant to this Escrow Agreement, (ii) the appointment of the Shareholders' Representative as their representative for purposes of this Escrow Agreement and as attorney-in-fact and agent for and on behalf of each Shareholder, and the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Escrow Agreement and (iii) all of the other terms, conditions and limitations of this Escrow Agreement.

Establishment of Escrow Fund. At and upon the Effective TimeClosing, Buyer shall deposit with the Escrow Agent the Escrow Amount in order to provide a fund for the payment of (i) Cubist any claims for which Buyer Indemnified Parties are entitled to indemnification pursuant to Section 7.2(a) (it being understood that the General Escrow Fund shall deliver directly be funded solely for the benefit of satisfying obligations of the Seller Stockholders and shall not be available to satisfy any claims against Seller or its affiliates under Section 7.2(c)) and (ii) any amounts that may be owed to Buyer pursuant to Section 2.9(b). Buyer shall remit the Escrow Amount to the Escrow Agent a certificate registered in the name by wire transfer of immediately available funds to an account designated by the Escrow Agent's nominee, "Embassy & Co.", representing 33,488 shares of Cubist Common Stock to be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement substantially in the form attached hereto as Exhibit D. The General Escrow Amount deposited with the Escrow Agent plus all accrued interest thereon shall be referred to as the “General Escrow Fund”, and the Working Capital Escrow Amount deposited with the Escrow Agent plus all accrued interest thereon shall be referred to as the “Working Capital Escrow Fund” (and together, the General Escrow Fund and the Working Capital Escrow Fund shall be referred to as the “Escrow Fund”). Each Party agrees to provide appropriate instructions, as necessary, to the Escrow Agent for disbursement of any amounts owing to the other Party from the Escrow Fund pursuant to this Escrow Agreement; , including clauses (i) and (ii) Acquisition Sub shall deliver directly to the Escrow Agent a certificate registered in the name of the Escrow Agent's nominee, "Embassy & Co.", representing 17,840 Exchangeable Shares to be held in escrow by the Escrow Agent pursuant to the terms of this Escrow Agreement. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Escrowed Securities. Pursuant to the Acquisition Agreement and the provisions thereof incorporated by reference into the Shareholders' Agreement, the Shareholders have consented to: (i) the establishment of this escrow to secure any payment required to be paid pursuant to the Shareholders' indemnification obligations contained in the Shareholders' Agreement or pursuant to this Escrow Agreement, (ii) the appointment of the Shareholders' Representative as their representative for purposes of this Escrow Agreement and as attorney-in-fact and agent for and on behalf of each Shareholder, and the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Escrow Agreement and (iii) all of the other terms, conditions and limitations of this Escrow AgreementSection 2.8(a).

Establishment of Escrow Fund. At the Effective Time, the Buyer shall, (i) Cubist shall deliver directly provide written notice to the Escrow Agent a certificate registered in that the name Closing has occurred and indicating the Closing Date and (i) on behalf of the Majority Shareholder, deposit in escrow with the Escrow Agent's nomineeAgent $12,500,000 (the “Escrow Amount”) of the aggregate Merger Consideration payable to the Majority Shareholder pursuant to Section 2.1(d) of the Merger Agreement, "Embassy & Co.", representing 33,488 shares of Cubist Common Stock to be held in escrow by the Escrow Agent pursuant to the terms of this Escrow Agreement to satisfy any indemnification obligations of the Majority Shareholder pursuant to Section 4 of the Voting Agreement; . The Escrow Amount and (ii) Acquisition Sub any and all interest and earnings thereon shall deliver directly be collectively referred to as the “Escrow Fund”. The Escrow Agent will acknowledge and accept the deposit by the Buyer of the Escrow Amount into the Escrow Fund and shall hold and administer the Escrow Fund solely in accordance with the terms and conditions set forth in this Escrow Agreement. No part of the Escrow Fund may be withdrawn or distributed from the escrow established hereunder without the prior written instructions to the Escrow Agent signed by both the Buyer and the Majority Shareholder (each such instruction, a certificate registered “Joint Instruction”), except as expressly provided in the name of the Escrow Agent's nominee, "Embassy & Co.", representing 17,840 Exchangeable Shares to be held in escrow by the Escrow Agent pursuant to the terms Section 4 of this Escrow Agreement. The There shall be no limit on the number of Joint Instructions that may be sent to the Escrow Agent shall have no responsibility for during the genuinenesseffectiveness of this Agreement; provided, validityhowever, market value, title or sufficiency for any intended purpose the aggregate amount of the Escrowed Securities. Pursuant to Joint Instructions, if any, shall not exceed the Acquisition Agreement and the provisions thereof incorporated by reference into the Shareholders' Agreement, the Shareholders have consented to: (i) the establishment of this escrow to secure any payment required to be paid pursuant to the Shareholders' indemnification obligations contained in the Shareholders' Agreement or pursuant to this Escrow Agreement, (ii) the appointment of the Shareholders' Representative as their representative for purposes of this Escrow Agreement and as attorney-in-fact and agent for and on behalf of each Shareholder, and the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Escrow Agreement and (iii) all of the other terms, conditions and limitations of this Escrow AgreementFund.

Establishment of Escrow Fund. At 3.1 (a) Simultaneously with the Effective Timeexecution of this Agreement, (i) Cubist shall deliver directly to the Escrow Agent a certificate MTNV has deposited stock certificates registered in the name names of Selling Stockholders and representing the number of shares of the common stock of MTNV ("MTNV COMMON STOCK") all as set forth in Exhibit B hereto, par value NLG 0.96 each (including the proceeds thereof that are securities, as applicable, the "ESCROWED SHARES") in escrow with Escrow Agent and Selling Stockholders have delivered to Escrow Agent's nominee, "Embassy & Co."for deposit in the Escrow Fund, representing 33,488 shares of Cubist Common Stock stock powers (executed in blank) covering the Escrowed Shares. Such Escrowed Shares, and all cash and non-cash dividends or other distributions paid or payable on or with respect to the Escrowed Shares, shall be deposited in escrow and shall be held in escrow by the Escrow Agent in accordance with the terms of this Escrow Agreement. Any amounts of cash held by Escrow Agent at any time shall be held by Escrow Agent in a separate, interest-bearing account with a licensed bank in Singapore established by Escrow Agent and designated as such pursuant to the terms of this Escrow Agreement; Agreement and (iisuch amounts shall be invested in accordance with Section 3.1(c) Acquisition Sub shall deliver directly hereof. If at any time prior to the Escrow Agent release of the Escrowed Shares from escrow, there shall be a certificate registered merger or consolidation of MTNV with or into another entity and the then-issued and outstanding MTNV Common Stock is cancelled or exchanged in connection therewith, then the proceeds thereof (whether in the name form of cash, securities or other property or assets) which a holder of the Escrow Agent's nomineeEscrowed Shares is entitled to receive, "Embassy & Co.", representing 17,840 Exchangeable Shares shall be delivered to be and held in escrow by the Escrow Agent pursuant to the terms extent that such Escrowed Shares are held in escrow at such time. If at any time prior to the release of this the Escrowed Shares from escrow, there shall occur a subdivision, combination, conversion or reclassification of the MTNV Common Stock into a different class or kind of security, then the number and kind of securities as are issuable to the record holder of the Escrowed Shares as a result of such change with respect to the MTNV Common Stock shall be delivered to and held in escrow by Escrow AgreementAgent to the extent that such Escrowed Shares are held in escrow at such time. The Any proceeds or securities held in escrow by Escrow Agent shall have no responsibility be subject to the same escrow arrangements and provisions as are specified herein for the genuineness, validity, market value, title or sufficiency for Escrowed Shares and any intended purpose of securities shall be valued in like manner as the Escrowed SecuritiesShares as set forth in Section 4.2(g). Pursuant All such Escrowed Shares, property, and/or cash referred to the Acquisition Agreement and the provisions thereof incorporated by reference into the Shareholders' Agreementin this Section 3.1(a), the Shareholders have consented to: (i) the establishment of this escrow to secure less any payment required to be property and/or cash distributed or paid pursuant to the Shareholders' indemnification obligations contained in the Shareholders' Agreement or pursuant to accordance with this Escrow Agreement, (ii) shall constitute the appointment of the Shareholders' Representative as their representative for purposes of this Escrow Agreement and as attorney-in-fact and agent for and on behalf of each Shareholder, and the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Escrow Agreement and (iii) all of the other terms, conditions and limitations of this Escrow Agreement"ESCROW FUND".