Common use of Release of Escrow Shares Clause in Contracts

Release of Escrow Shares. The Escrow Agent is not the stock transfer agent for the Parent Common Stock. Accordingly, if a distribution of a number of shares of Parent Common Stock less than all of the Escrow Shares is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Common Stock to the Person entitled to it when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Parent Common Stock shall be made to Parent or the Shareholders, as appropriate, at the addresses described in Section 11(b). Whenever a distribution is to be made to the Shareholders, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Fund set forth in Exhibit A as then in effect. Within five business days after the Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Parent Common Stock to distribute to each of the Shareholders such Shareholder's pro-rata portion of the Escrow Shares then held in escrow based on the percentage interests in the Escrow Fund set forth in Exhibit A as then in effect; provided, however, that notwithstanding the foregoing, if, prior to the Termination Date, any Indemnitee has given a Claim Notice containing a claim which has not been resolved prior to the Termination Date in accordance with Section 3, the Escrow Agent shall retain in the Escrow Account after the Termination Date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved.

Release of Escrow Shares. The Escrow Agent is not the stock transfer agent for the Parent Common Stock. Accordingly, if a distribution of a number of shares of Parent Common Stock less than all of the Escrow Shares is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificatescertificates and related Stock Powers. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Common Stock to the Person entitled to it when the Escrow Agent has delivered such certificates and Stock Powers to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Parent Common Stock shall be made to Parent or the Shareholders, as appropriate, at the addresses described in Section 11(b10(b). Whenever a distribution is to be made to the Shareholders, pro rata distributions shall be made to each of them based on the percentage interests Percentage Interests in the Escrow Fund set forth in Exhibit A as then in effect. B. Within five business days after the Termination Date, the Escrow Agent shall distribute (or cause the stock transfer agent for the Parent Common Stock to distribute distribute) to each of the Shareholders such Shareholder's pro-rata portion of the Escrow Shares then held in escrow at their addresses and based on the percentage interests in the Escrow Fund set forth in Exhibit A as then in effectB; provided, however, that notwithstanding the foregoing, if, prior to the Termination Date, any Indemnitee has given a Claim Notice containing a claim which has not been resolved prior to the Termination Date in accordance with Section 3, the Escrow Agent shall retain in the Escrow Account after the Termination Date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved.

Release of Escrow Shares. The (a) Upon the execution of this Agreement, Parent shall provide to the Escrow Agent is not a schedule setting forth the stock transfer agent for the Parent Common Stock. Accordingly, if a distribution of a number of shares of Parent Common Stock less than all allocation of the Escrow Shares is then placed in escrow to the Company Securityholders whom then have an interest in such shares. In order to facilitate the preparation of stock certificates representing any Escrow Shares to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Common Stock distributed to the Person entitled to it when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Parent Common Stock shall be made to Parent or the ShareholdersCompany Securityholders as provided herein, as appropriate, at the addresses described in Section 11(b). Whenever a distribution is to be made to the Shareholders, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Fund set forth in Exhibit A as then in effect. Within five business within 10 days after the Termination Date, Parent shall prepare, and the Escrow Agent Company Shareholders' Representatives shall distribute or cause confirm in writing, an updated schedule setting forth the stock transfer agent for the Parent Common Stock to distribute to each of the Shareholders such Shareholder's pro-rata portion allocation of the Escrow Shares then held in escrow based on the percentage interests (taking into account any increases or decreases in the Escrow Fund set forth Shares and any Company Securityholders who no longer have an interest in Exhibit A as the Escrow Shares). Parent shall provide such updated allocation schedule to the Escrow Agent and to its transfer agent. Within 20 days after receipt by the Escrow Agent of the updated allocation schedule, the Escrow Agent shall deliver the certificates representing the shares of Parent Common Stock then held in effect; provided, however, escrow to Parent's transfer agent. Parent shall promptly cause its transfer agent to prepare certificates in the amounts and in the names of the Company Securityholders reflected on the updated allocation schedule. Parent shall instruct the transfer agent to mail or otherwise deliver such certificates to the Company Securityholders to the addresses for such Company Securityholders that notwithstanding are then on file with the transfer agent. Notwithstanding the foregoing, if, prior to the Termination Date, if any Indemnitee has given a Claim Notice containing shall have asserted a claim which has not been resolved for indemnification prior to the Termination Date in accordance with Section 3and such claim has not yet been resolved, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares having a Stipulated Fair Market Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved.or

Release of Escrow Shares. The Escrow Agent is not the stock transfer agent for the Parent Common Capital Stock. Accordingly, if a distribution of a number of shares of Parent Common Capital Stock less than all of the Escrow Shares is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Common Capital Stock to the Person entitled to it when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Parent Common Capital Stock shall be made to Parent or the ShareholdersStockholders, as appropriate, at the addresses described in Section 11(b). Whenever a distribution is to be made to the ShareholdersStockholders, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Fund set forth in Exhibit A EXHIBIT B as then in effect. Within five business days after the Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Parent Common Capital Stock to distribute to the Stockholders' Agents the number of Escrow Shares calculated in accordance with Section 10 and to each of the Shareholders Stockholders such ShareholderStockholder's pro-rata portion of the balance of the Escrow Shares then held in escrow based on the percentage interests in the Escrow Fund set forth in Exhibit A EXHIBIT B as then in effect; provided, however, that notwithstanding the foregoing, if, prior to the Termination Date, any Indemnitee has given a Claim Notice containing a claim which has not been resolved prior to the Termination Date in accordance with Section 3, the Escrow Agent shall retain in the Escrow Account after the Termination Date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved.

Release of Escrow Shares. The Escrow Agent Parent is not the stock transfer agent for the Parent Common Stock. Accordingly, if a distribution of a number of shares of Parent Common Stock less than all of the Escrow Shares in the applicable escrow is to be made, the Escrow Agent Parent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificatescertificates and related Stock Powers. For the purposes of this Agreement, the Escrow Agent Parent shall be deemed to have delivered Parent Common Stock to the Person entitled to it when the Escrow Agent Parent has delivered such certificates and Stock Powers to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Parent Common Stock shall be made to Parent or the ShareholdersStockholders, as appropriate, at the addresses described in Section 11(b9(b). Whenever a distribution is to be made to the ShareholdersStockholders, pro rata distributions shall be made to each of them applicable Stockholder based on the percentage interests number of Escrow Shares held in the applicable escrow (either the 10% Escrow Fund set forth in Exhibit A as then in effector the Form 8300 Escrow) with respect to the applicable Stockholder. Within five business days after the termination date of the applicable escrow (either the 10% Escrow Termination Date or the Form 8033 Escrow Termination Date), the Escrow Agent Parent shall distribute or cause the stock transfer agent for the Parent Common Stock to distribute to each of the Shareholders applicable Stockholder such ShareholderStockholder's pro-rata portion of the Escrow Shares in the applicable escrow then held in escrow based on the percentage interests in the Escrow Fund set forth in Exhibit A as then in effectescrow; provided, however, that notwithstanding the foregoing, if, prior to the Termination Dateapplicable termination date, any Indemnitee has given a Claim Notice containing a claim which that has not been resolved prior to the Termination Date applicable termination date in accordance with Section 3, the Escrow Agent Parent shall retain in the Escrow Account applicable escrow after the Termination Date applicable termination date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which that have not then been resolved.