Common use of The Escrow Clause in Contracts

The Escrow. As a condition to the Merger Filing, Parent shall deliver certificates evidencing the Escrow Shares to the Escrow Agent, to be held by the Escrow Agent in an escrow account (the "Escrow") in accordance with the provisions of the Escrow Agreement. Within five business days after termination of the Escrow in accordance with the Escrow Agreement, the Escrow Agent shall deliver the Escrow Shares remaining in the Escrow, after all deductions have been made therefrom pursuant to Section 10.1, (I) to each Effective Time Stockholder who surrendered a Stock Certificate and received the Per Share Stock with respect to the shares evidenced by such Stock Certificate, an amount equal to (a) the Per Share Additional Stock, multiplied by (b) the number of shares of Company Common Stock evidenced by such Stock Certificate; and (II) the balance to Parent. Thereafter the Escrow Agent shall not be liable to any Persons claiming any amount of such Escrow Shares; and any subsequent distribution of the balance of such Escrow Shares shall be effected directly with Parent.