Common use of Allocation of Escrow Clause in Contracts

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Subsection 29.5(a)(i), if any portion of the consideration payable to the shareholders of the Company is placed into escrow and/or is payable to the shareholders of the Company subject to contingencies, the merger agreement 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 among the holders of shares of the Company in accordance with Subsections 28.4(a), 28.4(b), 29.4(a) and 29.4(b) 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 shareholders of the Company upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Company in accordance with Subsections 28.4(a), 28.4(b), 29.4(a) and 29.4(b) after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Allocation of Escrow. In the event of a Deemed Liquidation Event pursuant to Subsection 29.5(a)(i28.5(a)(i), if any portion of the consideration payable to the shareholders of the Company is placed into escrow and/or is payable to the shareholders of the Company subject to contingencies, the merger agreement 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 among the holders of shares of the Company in accordance with Subsections 28.4(a), 28.4(b), 29.4(a) and 29.4(b) 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 shareholders of the Company upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Company in accordance with Subsections 28.4(a), 28.4(b), 29.4(a) and 29.4(b) after taking into account the previous payment of the Initial Consideration as part of the same transaction.