Common use of Allocation of Escrow Clause in Contracts

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Section 2.4.1(a) or 2.4.1(b), unless the holders of at least a majority of the outstanding shares of Preferred Stock voting together as a single class pursuant to Section 3.1, elect otherwise in writing, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the Corporation or the stockholders of the Corporation, as applicable, subject to contingencies, the agreement, lease, license or other instrument to effect the transaction shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated first among the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in accordance with Sections 2.1.1, 2.1.2 and 2.1.3 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the Corporation or the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated first to the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in accordance with Sections 2.1.1, 2.1.2 and 2.1.3, after taking into account the previous payment of the Initial Consideration as part of the same transaction, and then to the holders of capital stock of the Corporation, as applicable, in accordance with these Articles of Incorporation.