Common use of Escrow Contribution Clause in Contracts

Escrow Contribution. Notwithstanding anything to the contrary contained in this Agreement, at the Closing, Parent shall withhold from the Purchase Price payable pursuant hereto and deposit into an escrow account with Acquiom Clearinghouse LLC, or any replacement escrow agent thereafter designated pursuant to the Escrow Agreement (the “Escrow Agent”), to secure the indemnification obligations of the Effective Time Holders under Section 10 of this Agreement, an amount in cash equal to the Escrow Amount (the “Escrow Fund”). The Escrow Fund shall be non-interest bearing and shall be held by the Escrow Agent and disbursed by it solely for the purposes of and in accordance with the terms of this Agreement and the provisions of the escrow agreement to be entered into among Parent, the Securityholders’ Agent and the Escrow Agent on the Closing Date, substantially in the form attached hereto as Exhibit F to this Agreement (the “Escrow Agreement”). The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Effective Time Holders pursuant to written consents evidencing the Required Merger Stockholder Vote and the Holdback Agreements, the Warrant Surrender Agreements and the Letters of Transmittal shall constitute approval by such Effective Time Holders, as specific terms of the Merger, and the irrevocable agreement of such Effective Time Holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of the Escrow Amount into escrow and the indemnification obligations set forth in Section 10 hereof.

Escrow Contribution. Notwithstanding anything to the contrary contained in this Agreement, at the Closing, Parent shall withhold from the Purchase Price payable or issuable pursuant hereto and deposit into an escrow account with Acquiom Clearinghouse LLC, or any replacement escrow agent thereafter designated pursuant to the Escrow Agreement U.S. Bank National Association (the “Escrow Agent”), to secure the indemnification obligations of the Effective Time Holders under Section Sections 6 and 10 of this Agreement, an amount in cash equal to the Escrow Amount Amount, which amount shall be comprised of cash and shares of Parent Common Stock, with the shares of Parent Common Stock valued at the Parent Common Stock Price (the “Escrow Fund”). Notwithstanding anything to the contrary in this Agreement, the shares of Parent Common Stock withheld and deposited into the Escrow Fund with respect to the shares of Company Common Stock held by the Significant Employee Stockholders shall be withheld from shares of Parent Common Stock that are vested as of the Closing and not from the Holdback Shares; provided that to the extent such shares of Parent Common Stock are less than the amount required to be contributed to the Escrow Fund with respect to a Significant Employee Stockholder’s Merger Consideration, the shortfall shall be withheld from the cash Merger Consideration payable to such Significant Employee Stockholder and deposited into the Escrow Fund. The Escrow Fund shall be non-interest bearing and shall be held by the Escrow Agent and disbursed by it solely for the purposes of and in accordance with the terms of this Agreement and the provisions of the escrow agreement to be entered into among Parent, the Securityholders’ Agent and the Escrow Agent on the Closing Date, substantially in the form attached hereto as Exhibit F to this Agreement (the “Escrow Agreement”). The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the MergerMergers, and the approval and adoption of this Agreement and approval of the Merger Mergers by the Effective Time Holders pursuant to written consents evidencing the Required Merger Stockholder Vote Votes and the Holdback AgreementsReleases, the Warrant Surrender Agreements and the Letters of Transmittal shall constitute approval by such Effective Time Holders, as specific terms of the MergerMergers, and the irrevocable agreement of such Effective Time Holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of the Escrow Amount into escrow and the indemnification obligations set forth in Section Sections 6 and 10 hereof.

Escrow Contribution. Notwithstanding anything to Immediately following the contrary contained in this Agreement, at the ClosingEffective Time, Parent shall withhold from the Purchase Price payable pursuant hereto and deposit into an escrow account with Acquiom Clearinghouse LLC, or any replacement escrow agent thereafter designated pursuant cause to be delivered to the Escrow Agreement (the “Escrow Agent”), to secure the indemnification obligations of the Effective Time Holders under Section 10 of this Agreement, an amount in cash equal as a contribution to the Escrow Amount (Fund on behalf of Company Stockholders and with respect to the “shares of Company Capital Stock held by the stockholders immediately prior to the Effective Time, the Escrow Fund”)Cash and the Escrow Shares. The Escrow Fund Shares shall be non-interest bearing issued in the name of the Escrow Agent, but shall be held on behalf of the Company Stockholders, who are the beneficial owners of the Escrow Shares and the Escrow Shares shall be reflected as issued and outstanding as of the date hereof in the books and records of Parent. The Escrow Fund: (i) shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement; (ii) shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person; (iii) shall be held and disbursed by it solely for the purposes of and in accordance with the terms of this Agreement and the provisions Escrow Agreement and (iv) shall be the source of funds for payments to be made pursuant to the Key Employee Retention Plan and all associated Taxes to be paid in connection with such payments (and Parent is authorized and permitted to instruct the Escrow Agent, pursuant to Section 3.7 of the escrow agreement Escrow Agreement, to make distributions from the cash portion of the Escrow Fund in respect of such payments and Taxes). The Company Stockholders shall be entered into among Parententitled to exercise the voting rights of the Escrow Shares transferred to the Escrow Fund and to receive dividends (if declared) with respect to such shares (other than non-taxable stock dividends, which shall be included as part of the Securityholders’ Agent Escrow Fund). Parent shall be treated as the owner of cash in the Escrow Fund for tax purposes until such funds are disbursed pursuant to this Agreement and the Escrow Agent Agreement, and all interest on or other taxable income, if any, earned from the Closing Dateinvestment of such funds shall be treated for tax purposes as earned by Parent, substantially subject to Parent’s right to receive tax distributions in respect of such taxable income as provided in the form attached hereto as Exhibit F to this Agreement (the “Escrow Agreement”). The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Effective Time Holders pursuant to written consents evidencing the Required Merger Stockholder Vote and the Holdback Agreements, the Warrant Surrender Agreements and the Letters of Transmittal shall constitute approval by such Effective Time Holders, as specific terms of the Merger, and the irrevocable agreement of such Effective Time Holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of the Escrow Amount into escrow and the indemnification obligations set forth in Section 10 hereof.