Escrow Period; Distribution upon Termination of Escrow Periods Clause Samples

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the Survival Date (the “Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the Survival Date, and any such amount shall not be distributed to the Company Indemnifying Parties at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Indemnifying Parties the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholder. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund to the Company Indemnifying Parties pursuant to this Section 8.5(b) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., (California Time) on the Expiration Date (the "Escrow Period"); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that is necessary in the reasonable judgment of Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(h) hereof) in the manner provided in Section 7.2(e) hereof) to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate (as defined below) delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall transfer to the stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, not required to satisfy such claims. Notwithstanding the foregoing, on the third business day following the date that is twelve months from the Closing Date, Parent shall instruct the Escrow Agent in writing to distribute 50% of the Escrow Amount remaining (and not subject to any unsatisfied claims under any Officer's Certificate(s) delivered to the Escrow Agent prior to the date of the Early Release) in the Escrow Fund to the stockholders (the "Early Release"); provided, however, that there shall be no Early Release if an Indemnified Party(ies) has previously submitted an Officer's Certificate(s) claiming an aggregate of $5,000,000 or more in Losses. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(b) shall be made with reference to each stockholder's Pro Rata Escrow Basis.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on the Expiration Date (the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the holders of the Company Common Stock the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the holders of the Company Common Stock pursuant to this Section 8.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund (as set forth on the Closing Date Payment Schedule). At all times during the Escrow Period, the holders of the Company Common Stock shall be deemed to be the record holders of their respective shares of the Parent Common Stock comprising the Escrow Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on the Expiration Date (the "Escrow Period"); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary in the reasonable judgment of Acquiror, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 9.3(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate (as defined below) delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Shareholders the remaining portion of the Escrow Fund. Deliveries of Escrow Amounts to the Shareholders pursuant to this Section 9.3(b) shall be made in proportion to their respective original contributions to the Escrow Fund as determined pursuant to Section 2.8.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements and the Escrow Agreement, the Available Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time on the fifth (5th) business day after the Survival Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, is necessary to satisfy any unsatisfied claims, if any, specified in any Officer's Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing on or prior to the Survival Date. Parent shall give the Escrow Agent notice of any amounts of still pending claims, or any unsatisfied claims in any Officer's Certificate. Following the termination of the Escrow Period, each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, not required to satisfy such claims and each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, following resolution of all such claims, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m. Pacific time on the Escrow Termination Date (the “Escrow Period”); provided that the Escrow Period shall not terminate with respect to (and only to) such amount that is reasonably necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer’s Certificate delivered to the Escrow Agent and Stockholder Representative prior to termination of such Escrow Period (“Eligible Claims”). As soon as all Eligible Claims have been resolved pursuant to the terms hereof, the Escrow Agent shall transfer to the Pathlore Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy the Eligible Claims. To the extent the Escrow Fund exceeds the amount of Eligible Claims on or after the Escrow Termination Date, the Escrow Agent shall transfer to the Pathlore Stockholders the amount, if any, of any excess above the amount of the Eligible Claims then remaining in the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent's headquarters, on the date thirty (30) days after the Survival Date (the "ESCROW PERIOD") and the shares held in Escrow shall be delivered to Stockholders promptly thereafter; provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the good faith judgment of Parent, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date with respect Losses arising prior to the Survival Date. As soon as each such claim has been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such claim or any remaining claim. Deliveries of the Escrow Amount out of the Escrow Fund to the Stockholders pursuant to this SECTION 7.3(d) shall be made in proportion to their respective Pro Rata Portions of the remaining shares in the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest whole number of shares of Parent Common Stock. If the sum of the Pro Rata Portions (each rounded to the nearest whole number of shares of Parent Common Stock) does not equal the remaining shares in the Escrow Fund, then the appropriate number of shares of Parent Common Stock will be added to or subtracted from the Pro Rata Portion of Sequoia Capital X such that the sum of the rounded Pro Rata Portions does equal the remaining shares in the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., (California Time) on the Expiration Date (the "ESCROW PERIOD"); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that is necessary in the reasonable judgment of Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(g) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(i) hereof) in the manner provided in Section 7.2(f) hereof) to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate (as defined below) delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved pursuant to the terms hereof, the Escrow Agent shall transfer to the Company Stockholder the remaining portion of the Escrow Fund, if any, not required to satisfy such claims.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on the Escrow Expiration Date (the “Escrow Period”). Promptly after the Escrow Expiration Date, and except as set forth below, the Escrow Agent shall deliver to the Securityholders the remaining portion of the Escrow Fund after the satisfaction of any Losses. Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount (or some portion thereof) of the Escrow Fund and any portion of the Additional Cash Consideration (the “Reserve Amount”) that, together with the aggregate amount remaining in the Escrow Fund, is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 9.2(g) hereof, to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the termination of the Escrow Period specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of the Escrow Period. As soon as any such Loss has been resolved, the Escrow Agent shall deliver to the Securityholders the remaining portion of the Escrow Fund and any Reserve Amount not required to satisfy any other such unresolved Loss. Deliveries of Escrow Consideration and any Reserve Amount to the Securityholders pursuant to this Section 9.2 shall be made in proportion to their respective original contributions to the Escrow Fund and any Reserve Amount. Upon depositing any Reserve Amount into the Escrow Fund, Parent shall provide to the Escrow Agent and the Securityholder Agent a schedule (the “Reserve Schedule”) setting forth the portion of the Reserve Amount allocable to each Securityholder (the “Reserve Portion”) which shall be equal to the product of (a) the quotient obtained by dividing the Reserve Amount by the Additional Cash Consideration (without regard to the Reserve Amount) multiplied by (b) the amount of Additional Cash Consideration received by such Securityholder. The Reserve Schedule shall also set forth for each Securityholder the “Reserve Percentage,” which shall be equal to such Securityholder’s Reserve Portion divided by the Reserve Amount. Parent shall not be required to deposit any Reserve Amount into the Escrow Fund if no Additional Cash Consideration shall be payable pursuant to Section 2.1 of this Agreement, nor shall ...