Common use of Escrow Amount Clause in Contracts

Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Merger Consideration issuable or payable to such Converting Holder (whether as a Converting Holder or as a MRP Participant) pursuant to Section 1.3(a) and Section 1.4(d), as applicable, such Converting Holder’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount (each, in cash for the Non-Electing Investors and in shares of Acquirer Common Stock for the Electing Investors and MRP Participants) and shall deposit the Escrow Amount and Extended Escrow Amount with the Escrow Agent pursuant to Section 8.1. The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(i) and Article VIII, and shall be held and distributed in accordance with Section 1.6(i) and Article VIII. The adoption of this Agreement and approval of the Merger by the Company Stockholders shall constitute, among other things, approval of the Escrow Amount and Extended Escrow Amount, the withholding of the Escrow Amount and Extended Escrow Amount by Acquirer and the appointment of the Stockholders’ Agent.

Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Merger Consideration issuable or otherwise payable to such Converting Holder (whether as a Converting Holder or as a MRP Participant) pursuant to Section 1.3(a1.3(a)(i), Section 1.3(a)(iii) (with respect to vested In the Money Options) and Section 1.4(d), as applicable, 1.3(a)(iv) (with respect to In the Money Warrants) such Converting Holder’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount (eachAmount, in cash for the Non-Electing Investors and in shares of Acquirer Common Stock for the Electing Investors and MRP Participants) and shall deposit the Escrow Amount and Extended Escrow Amount with the Escrow Agent pursuant to Section 8.1. The portion of the Merger Consideration contributed to the Escrow Fund shall, to the maximum extent possible, consist of vested Merger Consideration that is not subject to vesting pursuant to a Holdback Agreement. The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(i) 1.5 and Article VIII, and shall be held and distributed in accordance with Section 1.6(i) 1.5 and Article VIIISection 8.1. The adoption of this Agreement and approval of the principal terms of the Merger by the Company Stockholders shall constitute, among other things, approval of the Escrow Amount and Extended Escrow Amount, the withholding of the Escrow Amount and Extended Escrow Amount by Acquirer and the appointment of the StockholdersConverting Holders’ Agent.

Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article IIII, Acquirer on the Closing Date, Parent shall withhold from each Converting Holder’s applicable the consideration to be paid to Company Securityholders, and transfer to the Escrow Agent, as agent to Parent and the Company, (x) the cash portion of the Merger Consideration issuable Adjusted Escrow Amount and (y) such number of Parent Ordinary Shares representing the stock portion of the Adjusted Escrow Amount, to the account (or payable to such Converting Holder accounts) designated by the Escrow Agent (whether as a Converting Holder or as a MRP Participant) pursuant to Section 1.3(a) and Section 1.4(dthe “Escrow Account”), as applicable, such Converting Holder’s Escrow Pro Rata Share in accordance with the terms of this Agreement and the terms of the Escrow Amount Agreement to be entered into by and Extended among the Escrow Agent, Parent and the Stockholders’ Representative, in form and substance reasonably satisfactory to Parent and the Company (the “Escrow Agreement”), which will be executed at the Closing. The Adjusted Escrow Amount (each, in cash for the Non-Electing Investors and in shares of Acquirer Common Stock for the Electing Investors and MRP Participants) and shall deposit the Escrow Amount and Extended Escrow Amount with the Escrow Agent pursuant to Section 8.1. The Escrow Fund shall constitute partial security for the benefit of Acquirer Parent (on behalf of itself or any other Indemnified Personof the Parent’s Indemnitees) with respect to any Indemnifiable Damages Losses pursuant to the indemnification indemnification, compensation and reimbursement obligations of the Converting Holders under Section 1.6(i) Sections 10.2 and Article VIII10.4, and shall be held and distributed in accordance with Section 1.6(i) Sections 10.5 and Article VIII10.6. The adoption of this Agreement and the approval of the principal terms of the Merger by the Company Stockholders shall constitute, among other things, approval of the Escrow Amount and Extended Adjusted Escrow Amount, the withholding of the Escrow Amount and Extended Adjusted Escrow Amount by Acquirer Parent and the appointment of the Stockholders’ AgentRepresentative.

Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Merger Consideration payable and issuable or payable to such Converting Holder (whether as a Converting Holder or as a MRP Participant) pursuant to Section 1.3(a1.3(a)(i)(A) and and/or Section 1.4(d1.3(a)(ii)(A), as applicable, such Converting Holder’s Escrow Pro Rata Share of the Escrow Amount (with cash and Extended Escrow Amount (each, in cash for stock allocations thereof as set forth on the Non-Electing Investors and in shares of Acquirer Common Stock for the Electing Investors and MRP ParticipantsSpreadsheet) and shall deposit the Escrow Amount and Extended Escrow Amount with the Escrow Agent pursuant to Section 8.1. The shares of Acquirer Common Stock deposited into the Escrow Fund shall, to the maximum extent possible, consist of vested shares of Acquirer Common Stock. The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Section 1.6(i1.6(h) and or Article VIII, and shall be held and distributed in accordance with Section 1.6(i1.6(h) and Article VIIISection 8.1. The adoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute, among other things, approval of the Escrow Amount and Extended Escrow Amount, the withholding of the Escrow Amount and Extended Escrow Amount by Acquirer and the appointment of the Stockholders’ Agent.

Escrow Amount. Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable the cash portion of the Merger Consideration issuable or payable to such Converting Holder (whether as a Converting Holder each Company Securityholder under the MIP or as a MRP Participant) pursuant to Section 1.3(a) and Section 1.4(d1.3(a)(i), as applicable, Section 1.3(a)(ii) and/or Section 1.3(a)(iii) such Converting HolderCompany Securityholder’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount (eachAmount, in cash for the Non-Electing Investors and in shares of Acquirer Common Stock for the Electing Investors and MRP Participants) and shall deposit the Escrow Amount and Extended with Acquiom Clearinghouse LLC as escrow agent (the “Escrow Amount with Agent”) (the aggregate amount of cash so held by the Escrow Agent pursuant from time to Section 8.1time, the “Escrow Fund”), which Escrow Fund shall be governed by this Agreement and the Escrow Agreement. The Escrow Fund shall constitute partial security be available for the benefit of Acquirer (on behalf of itself or to satisfy any other Indemnified Person) with respect to any Indemnifiable Damages adjustment made in Acquirer’s favor pursuant to the indemnification obligations of the Converting Holders under Section 1.6(i) and Article VIII, 1.6 and shall be held and distributed in accordance with Section 1.6(i) and Article VIIItherewith. The adoption of this Agreement and the approval of the Merger Transactions by the Company Stockholders shall constitute, among other things, approval of the Escrow Amount Fund and Extended Escrow Amount, the withholding of the applicable portion of the Escrow Amount and Extended Escrow Amount from each Company Securityholder by Acquirer and the appointment Acquirer. No portion of the Stockholders’ AgentEscrow Fund (or any beneficial interest therein) may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Company Securityholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Company Securityholder, in each case, prior to the distribution of such portion of the Escrow Fund to such Company Securityholder in accordance with Section 1.6, if any.