Common use of Escrow Period; Distribution upon Termination of Escrow Period Clause in Contracts

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate on the third anniversary of the Closing Date (such period being the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any amount of an unsatisfied claim specified in any Parent Officer’s Certificate or Purchase Price Adjustment Certificate (each, as defined below) delivered to the Escrow Agent prior to termination of such Escrow Period. The Escrow Funds not subject to unsatisfied claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration”) shall be delivered to the holders of the Company Common Stock and Company Warrants upon the termination of the Escrow Period. As soon as any such claims have been resolved, the Escrow Agent shall deliver to the holders of Company Common Stock and Company Warrants the remaining portion, if any, of the Escrow Fund not required to satisfy any claims then pending as additional Holdback Consideration. Deliveries of Holdback Consideration to the holders of Company Common Stock and Company Warrants pursuant to this Section 8.3(b) shall be made in proportion to their respective holdings of Company Common Stock (calculated on a fully diluted basis) at the Effective Time.

Escrow Period; Distribution upon Termination of Escrow Period. Subject to the following requirements, Each of the Escrow Fund Funds shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on the third anniversary of the Closing Expiration Date (such period being the “Escrow Period”); provided, however, that the Escrow Period Agent shall not terminate with respect retain in the Escrow Funds, in proportion to any amount the ratio of an unsatisfied claim specified in any Parent Officer’s Certificate or Purchase Price Adjustment Certificate the Stockholder Escrow Percentage (each, as defined below) to the Employee Escrow Percentage (as defined below), an amount equal to the aggregate dollar amount of unsatisfied claims (as set forth in Officer’s Certificates delivered to the Escrow Agent prior to termination of such Escrow Period. The Escrow Funds not subject to unsatisfied claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration”) shall be delivered to the holders of the Company Common Stock and Company Warrants upon the termination of the Escrow Period). As soon as any all such claims have been resolved, the Escrow Agent shall deliver to the holders of Company Common Stock and Company Warrants Stockholders the remaining portion, if any, portion of the Stockholder Escrow Fund not required Fund, together with any accrued interest thereon, and shall deliver to satisfy any claims then pending as additional Holdback ConsiderationParent the remaining portion of the Employee Escrow Fund. Deliveries of Holdback Consideration With respect to the holders Stockholder Escrow Fund, deliveries of portions of the funds held therein, together with any accrued interest thereon, to the Company Common Stock and Company Warrants Stockholders pursuant to this Section 8.3(b7.3(b) shall be made in proportion to their respective holdings of Company Common Stock (calculated on a fully diluted basis) at the Effective TimeEscrow Per Share Amounts as finally determined following any Escrow Recalculations.