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

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) P.S.T., on the Expiration date which is the fifteen (15) month anniversary after the Closing Date (the "Escrow Period"); provided that the Escrow Period shall not terminate with respect to such amount remaining portion of the Escrow Fund (or some portion thereof), ) that is necessary in the reasonable judgment of Parent (C1, subject to reduction the objection of the Securityholder Agent (as may be determined by defined below) and the subsequent 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(e7.4(f) hereof) , is necessary to satisfy any then pending 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 the termination of such the Escrow Period. At the termination of the Escrow Period, the Escrow Agent shall deliver to the VEO Shareholders the portion of the Escrow Fund not required to satisfy such claims. As soon as all such outstanding claims have been resolved, the Escrow Agent shall transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, the VEO Shareholders any remaining portion of the Escrow Fund, if any, Fund not required used 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 Shareholders pursuant to this Section 7.2(b7.4(b) shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions to the Escrow BasisFund.

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) New York time on the Expiration day following the Survival Date (the "Escrow PeriodESCROW PERIOD"); provided provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, that is necessary in the reasonable judgment of Parent (subject to reduction as Parent, is or 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) necessary to satisfy any unsatisfied claims concerning specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date with respect to 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 PeriodSurvival Date. As soon as all such claims have been resolvedresolved in accordance with SECTION 7.5, the Escrow Agent shall cause transfer to the stockholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, Fund 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 Stockholders. Deliveries of the Early Release) in amounts out of 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 Stockholders pursuant to this Section 7.2(bSECTION 7.4(b) shall be made with reference in proportion to their respective Pro Rata Portions of the remaining Escrow Fund. With Respect to Escrow payments that are payable to Stockholders designated as "Optionholders" on Exhibit E, the Escrow Agent shall remit to the Surviving Corporation the aggregate amount allocable to such Stockholders. As soon as practicable after the Surviving Corporation's receipt of any such remittance, Parent shall cause the Surviving Corporation to pay the respective amount to each stockholder's Pro Rata Escrow Basissuch designated Stockholder, less any required federal, state, local and foreign Tax withholding amounts, which Parent shall cause to be paid to the applicable taxing authorities and which shall be treated for all other purposes under this Agreement as distributed in respect of the respective shares of Company Capital Stock.

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) time, on the Expiration Date (the "Escrow Period"); provided provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the 49 55 Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent 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(e8.2(g) 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, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, Company the remaining portion of the Escrow Fund, if any, Fund 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, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that there shall be no Early Release if an Indemnified Party(ies) has previously submitted an Officer's Certificate(s) claiming an aggregate is in excess of $5,000,000 or more the amount in Lossesdispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(b8.2(b) shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions of Parent Common Stock and cash to the Escrow BasisFund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock and comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of 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., p.m. (California Time) on the Expiration Date (the "“Escrow Period"”); provided that . The date of commencement of the Escrow Period and the Expiration Date shall not terminate with respect be certified to such the Escrow Agent in a certificate signed by Parent 37 and the Securityholder Agent. Such amount (or some portion thereof), ) that is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent 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(e7.3(f) hereof) , to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such the Escrow Period and to the extent as are specified in any an Officer's ’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 termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Early Release) in Escrow Period. As soon as any or all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the Company Stockholders the remaining portion of the Escrow Fund that is not required to satisfy such claims. If no Officer’s Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent at or prior to the terminatio n of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction, shall distribute the remainder of the Escrow Fund to the stockholders (Company Stockholders in accordance with the "Early Release"provisions of this Section 7.3(b); 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 Stockholders pursuant to this Section 7.2(b7.3(b) shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions to the Escrow BasisFund (as set forth on the Final Conversion Schedule).

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) P.S.T., on the Expiration date that is the earlier of (i) the date of the auditor's report for the first audit of Parent's financial statements reflecting combined operations of Parent and the Surviving Corporation following the Closing Date or (ii) the twelve (12) month anniversary of the Closing Date (the "Escrow Period"); provided that the Escrow Period shall not terminate with respect to such amount remaining portion of the Escrow Fund (or some portion thereof), ) that is necessary in the reasonable judgment of Parent (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 Securityholder Agent (as defined in Section 7.2(h7.3(g) hereofbelow) and the subsequent arbitration of the matter in the manner provided in Section 7.2(e7.3(f) hereof) , is necessary to satisfy (x) any then pending unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the termination of the Escrow Period and (y) any unsatisfied claims concerning specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period with respect to 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 resolvedresolved and all Third Party Expenses have been paid pursuant to Section 5.4 hereof, the Escrow Agent shall transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, Shareholders the remaining portion of the Escrow Fund, if any, Fund 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 (claims 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 LossesThird Party Expenses. Deliveries of Escrow Amounts to the stockholders of the Company Shareholders pursuant to this Section 7.2(b7.3(b) shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions to the Escrow BasisFund.

Escrow Period; Distribution upon Termination of Escrow Periods. (i) 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) time, on the Escrow Expiration Date (the "“Escrow Period"”); provided that . (ii) Each Escrow Payment Amount shall be distributed to the Escrow Fund Recipients in accordance with the Distribution Schedule. (iii) Promptly after the Escrow Expiration Date, and except as set forth below, the Escrow Agent shall distribute to the Escrow Fund Recipients in accordance with the Escrow Agreement the remaining portion of the Escrow Fund after the satisfaction of any Losses and any Post-Closing Purchase Price Reduction. Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount (or some portion thereof), ) of the Escrow Fund that is necessary in the reasonable judgment of Parent (Purchaser, subject to reduction as may be determined by the objection of the Escrow Fund Recipient Agent and the subsequent 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(e9.2(h) hereof) , to satisfy any unsatisfied claims Losses concerning facts and circumstances existing prior to the termination of such the Escrow Period and to the extent specified in any Officer's ’s Certificate (as defined below) delivered to the Escrow Agent prior to termination of such the Escrow PeriodPeriod or any Post-Closing Purchase Price Reduction not yet paid to Purchaser. As soon as all any such claims have Loss or Post-Closing Purchase Price Reduction has been resolved, the Escrow Agent shall transfer distribute to the stockholders of Escrow Fund Recipients in accordance with the Company, pursuant to written instructions by Parent, Escrow Agreement and the Distribution Schedule the remaining portion of the Escrow Fund, if any, Fund not required to satisfy any other such claims. Notwithstanding the foregoing, on the third business day following the date that is twelve months from the unresolved Loss or Post-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 Purchase Price Reduction (the "Early Release"last such distribution, the “Final Escrow Release Date”); 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) time, on the Expiration Date (the "“Escrow Period"”); provided 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 (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent 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) 6 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 ’s Certificate (as defined below) delivered to the Escrow Agent prior to termination of such Escrow Period (“Pending Claims”). Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to such amount that is necessary in the reasonable judgment of Parent, at its sole discretion without any right of objection by the Securityholder Agent, with respect to any unsatisfied claims directly or indirectly related to the patent infringement lawsuit filed by STMicroelectronics, Inc. against Broadcom Corporation on November 7, 2002 (including any subsequent amendments thereto) existing prior to the termination of such Escrow Period as specified in any Officer’s Certificate delivered to the Escrow Agent prior to the termination of the 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 transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, Escrow Participants the remaining portion of the Escrow Fund, if any, Fund 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 Escrow Participants pursuant to this Section 7.2(b) 4 shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions to the Escrow BasisFund (as set forth on the Closing Date Payment Schedule). At all times during the Escrow Period, the Escrow Participants 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) time, on the Expiration Date (the "“Escrow Period"”); provided 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 (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent 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(e8.2(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 ’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, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, Escrow Participants the remaining portion of the Escrow Fund, if any, 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 as set forth in Section 8.2(d) of this Agreement. Notwithstanding the foregoing, if, on the third business day following first anniversary of the date that Effective Time the Available Amount (as defined below) is twelve months from the Closing Dategreater than zero, Parent shall instruct then the Escrow Agent in writing shall deliver to distribute 50% each Escrow Participant who is not listed on Schedule 6.16, the pro rata portion attributable to such holder of that number of shares equal to the Available Amount. The Available Amount shall equal the difference between (A) one-half (½) of the amounts originally deposited into the Escrow Amount Fund on behalf of each Escrow Participant who is not listed on Schedule 6.16 at the Effective Time remaining in the Escrow Fund and (and not B) any amounts necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims under concerning facts and circumstances existing on or prior to the first anniversary of the Effective Time specified on any Officer's Certificate(s) Officers’ Certificate delivered to the Escrow Agent prior to or on the date first anniversary of the Early Release) in Effective Time. At all times during the Escrow Fund to Period, the stockholders (the "Early Release"); provided, however, that there Escrow Participants shall be no Early Release if an Indemnified Party(ies) has previously submitted an Officer's Certificate(s) claiming an aggregate deemed to be the record holders of $5,000,000 or more in Losses. Deliveries of Escrow Amounts to the stockholders their respective shares of the Company pursuant to this Section 7.2(b) shall be made with reference to each stockholder's Pro Rata Parent Common Stock comprising the Escrow BasisAmount.”

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, and the Escrow Agent's actual receipt of the Escrow Amount, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., (California Time) New York City time on the Expiration date twelve (12) months following the Closing Date (the "Escrow PeriodESCROW PERIOD"); provided provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, 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) Parent, is necessary to satisfy any unsatisfied claims concerning specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative on the Business Day prior to the Escrow Period termination date with respect to 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 PeriodSurvival Date. As soon as all such claims have been fully and finally resolved, as confirmed in an Officer's Certificate delivered to the Escrow Agent, the Escrow Agent shall transfer to the stockholders of the Company, pursuant to written instructions by Parent, deliver 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% Deliveries 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 out 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 Principal Stockholders pursuant to this Section 7.2(bSECTION 8.3(c) shall be made in proportion to the total amounts deemed contributed on behalf of each Principal Stockholder to the Escrow Fund in accordance with reference SECTION 1.6 (with respect to each stockholder's Pro Rata Principal Stockholder, its "PRO RATA PORTION"), as identified on SCHEDULE 8.3(c) hereto, with the amount delivered to each Principal Stockholder rounded to the nearest whole cent -50- ($0.01). Prior to any deliveries of the Escrow BasisAmount out of the Escrow Fund, Parent and/or the Principal Stockholders shall provide written wire-transfer instructions to the Escrow Agent.

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) P.S.T., on the Expiration date which is the Escrow Termination Date (the "Escrow PeriodESCROW PERIOD"); provided provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, that is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Shareholder Representative and the subsequent 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) , is necessary to satisfy any then pending and unsatisfied claims concerning specified in any Officer's Certificate delivered to the Escrow Agent prior to the seventh (7th) calendar day following the termination of the Escrow Period with respect to 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 deliver to the stockholders of the Company, pursuant to written instructions by Parent, Escrow Contributors 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 ReleaseREMAINING PORTION"); provided, however, that there to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no Early Release if an Indemnified Party(ies) has previously submitted an Officer's Certificate(s) claiming an aggregate longer be held as part of $5,000,000 or more in Lossesthe Escrow Fund. Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the stockholders of the Company Escrow Contributors pursuant to this Section 7.2(b7.3(b) shall be made with reference according to the Parent Common Stock and Reserved Option Shares included in the Escrow Amount which each stockholder's Pro Rata Escrow BasisContributor is deemed to hold of record as provided in Section 7.3(c). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such notice.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be deemed to be in existence immediately following the Effective Time payment of the 90th Day Parent Obligation on the Second Payment Date and shall terminate at 5:00 p.m., (California Time) p.m. Pacific Time on the Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund 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(f6.2(f) hereof in the event of the objection of the Stockholder Representative (as defined in Section 7.2(h) hereof) Agent in the manner provided in Section 7.2(e6.2(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, Fund not required to satisfy such claims, such remaining portion to be transferred no later than ten (10) days after the resolution of such claims. Notwithstanding If no claims exist as of the foregoing, on the third business day following the date that is twelve months from the Closing Expiration Date, Parent shall instruct the Escrow Agent in writing to distribute 50% shall release the full amount of the Escrow Amount remaining Fund within five (and not subject to any unsatisfied claims under any Officer's Certificate(s5) delivered to the Escrow Agent prior to the date days 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 LossesExpiration Date. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(b6.2(b) shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions to the Escrow BasisFund.

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 upon the earlier of: (i) the date on which Parent has received audited financial statements together with a report thereon from Parent's independent auditors covering the combined results of Parent and Company for the first fiscal year of Parent ending after the Closing Date; or (ii) at 5:00 p.m., (California Time) time, on the Expiration Date (the "Escrow Period"); provided provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent 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(e8.2(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, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall transfer deliver to the stockholders shareholders of the Company, pursuant to written instructions by Parent, Company the remaining portion of the Escrow Fund, if any, Fund 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 shareholders of the Company pursuant to this Section 7.2(b8.2(b) shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions to the Escrow BasisFund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the former holders of Series B Preferred Stock and Series D Preferred Stock shall be deemed to be the record holders of their respective amounts 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) time, on the Expiration Date (the "Escrow Period"); provided provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent 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(e7.2(g) 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, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall transfer deliver to the stockholders of the Company, pursuant to written instructions by Parent, Company the remaining portion of the Escrow Fund, if any, Fund 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, the Escrow Agent shall release to the stockholders of the Company on the Expiration Date such portion of the Escrow Fund that there shall be no Early Release if an Indemnified Party(ies) has previously submitted an Officer's Certificate(s) claiming an aggregate is in excess of $5,000,000 or more the amount in Lossesdispute of any unsatisfied claims. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(b) shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions of Parent Common Stock to the Escrow BasisFund (as set forth on the Escrow Schedule). At all times during the Escrow Period, the Company stockholders shall be deemed to be the record holders of their respective amounts of the Parent Common Stock comprising the Escrow Amount. Securityholder Agent (as defined below) shall provide to the Escrow Agent a current schedule of Company stockholders' names and addresses and pro rata shares of the Escrow Amount prior to the date of distribution of 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) local time at Parent’s headquarters, on the Expiration date thirty (30) days after the Survival Date (the "“Escrow Period"”); provided provided, however, that the Escrow Period shall not terminate with respect to such any amount (or some portion thereof)which, 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) Parent, is necessary to satisfy any unsatisfied claims concerning specified in any Officer’s Certificate delivered to the Escrow Agent and the Shareholder Representative prior to the Escrow Period termination date with respect to 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 PeriodSurvival Date. 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, deliver 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% Deliveries 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 out 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 Principal Shareholders pursuant to this Section 7.2(b8.3(d) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with reference the amount delivered to each stockholder's Principal Shareholder 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 amount in the Escrow BasisFund, then the appropriate amount will be added to or subtracted from the Pro Rata Portion of the Principal Shareholders 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., p.m. (California Time) on the Expiration Date (the "Escrow PeriodESCROW PERIOD"); provided that . The date of commencement of the Escrow Period and the Expiration Date shall not terminate with respect be certified to such the Escrow Agent in a certificate signed by Parent and the Securityholder Agent. Such amount (or some portion thereof), ) that is necessary in the reasonable judgment judgement of Parent (Parent, subject to reduction as may be determined by the objection of the Securityholder Agent and the subsequent 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(e7.2(f) hereof) , to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such the Escrow Period and to the extent as are specified in any an 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 termination of such Escrow Period, may be retained in the Escrow Fund after termination of the Early Release) in Escrow Period. As soon as any or all such claims have been resolved as evidenced by the written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the Company Stockholders the remaining portion of the Escrow Fund that is not required to satisfy such claims. If no Officer's Certificate pertaining to unsatisfied claims is delivered to the Escrow Agent at or prior to the termination of the Escrow Period, upon termination of the Escrow Period, the Escrow Agent, without further authorization or instruction, shall promptly distribute the remainder of the Escrow Fund to the stockholders (Company Stockholders in accordance with the "Early Release"provisions of this Section 7.2(b); 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 Stockholders pursuant to this Section 7.2(b) shall be made with reference in proportion to each stockholder's Pro Rata their respective original contributions to the Escrow BasisFund (as set forth on the Escrow Schedule).