Common use of Escrow Termination Date Clause in Contracts

Escrow Termination Date. Within ten (10) Business Days after the date that is the fifth (5th) anniversary of the Closing Date (the “Release Date”), PubCo, Sponsor and Holder Representative shall issue a Release Notice to the Escrow Agent instructing the Escrow Agent to release to PubCo (i) the number of Earnout Shares, if greater than zero, equal to (such amount, the “Remaining Earnout Shares”) (a) the number of Earnout Shares left in escrow less (ii) any Earnout Shares that are subject to release pursuant to Section 4(a)(i) or Section 4(a)(ii) of this Agreement or Section 3.6(a), Section 3.6(b) or Section 3.6(c) of the Merger Agreement due to the applicable Trigger Event being timely met (the “Pending Earnout Shares”) and (b) any Escrowed Dividend with respect to the Remaining Earnout Shares. PubCo will, immediately upon receipt of the Remaining Earnout Shares, retire the Remaining Earnout Shares. With respect to any Pending Earnout Shares and any Escrowed Dividend with respect to the Pending Earnout Shares (the “Pending Escrowed Dividend”), the Escrow Agent shall continue to hold such amounts in escrow in accordance with the terms of this Agreement and the Merger Agreement until the Escrow Agent releases such Pending Earnout Shares pursuant to Section 4(a)(i) or Section 4(a)(ii) of this Agreement or Section 3.6(a), Section 3.6(b) or Section 3.6(c) of the Merger Agreement and Pending Escrowed Dividend pursuant to Section 2(e) of this Agreement. Subject to the provisions of this Section 4, this Agreement shall terminate after all of the Earnout Shares and Escrowed Dividends have been released from the Escrow Account.

Escrow Termination Date. Within ten (10a) Not less than five Business Days after prior to the date that is the fifth (5th) anniversary occurrence of the Closing Date (the “Release Escrow Termination Date”), PubCo, Sponsor and Holder Representative Parent shall issue a Release Notice deliver written notice to the Escrow Agent instructing of the date of the Escrow Termination Date. (b) On the first Business Day after the Escrow Termination Date, upon receipt of a Joint Notice, the Escrow Agent shall distribute and deliver to release to PubCo the Transfer Agent (a) certificates representing the original number of Escrow Shares in the Escrow Account and other assets in the Escrow Account (b) less the sum of (i) the number of Earnout Shares, if greater than zero, equal Escrow Shares and value of other assets applied in satisfaction of Indemnification Claims made prior to that date and (such amount, the “Remaining Earnout Shares”) (aii) the number of Earnout Escrow Shares left and value of other assets in escrow less the Pending Claims Reserve (ii) any Earnout Shares that are in each case, subject to release adjustment for stock splits, reverse stock splits and stock dividends), and it shall be the responsibility of the Company Representative and the Transfer Agent to issue and distribute such shares to the Company Indemnitees. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 4(a)(i2 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) or Section 4(a)(ii) by a court of this Agreement or Section 3.6(acompetent jurisdiction, as the case may be (in either case, “Pending Claims”), Section 3.6(b) and which, if resolved or Section 3.6(c) finally determined in favor of the Merger Agreement due Parent, would result in a payment to the applicable Trigger Event being timely met (the “Pending Earnout Shares”) and (b) any Escrowed Dividend with respect to the Remaining Earnout Shares. PubCo will, immediately upon receipt of the Remaining Earnout Shares, retire the Remaining Earnout Shares. With respect to any Pending Earnout Shares and any Escrowed Dividend with respect to the Pending Earnout Shares (the “Pending Escrowed Dividend”)Parent, the Escrow Agent shall continue to hold such amounts retain in escrow in accordance with the terms Pending Claims Reserve that number of this Agreement and the Merger Agreement until the Escrow Agent releases such Pending Earnout Shares having a value (determined pursuant to Section 4(a)(i) or Section 4(a)(ii) of this Agreement or Section 3.6(a), Section 3.6(b) or Section 3.6(c9.2(b) of the Merger Agreement Agreement) equal to the dollar amount for which indemnification is sought in such Indemnification Claim. The Joint Notice will include the value to be used in calculating the Pending Claims Reserve and the number of Escrow Shares to be retained therefor. Thereafter, if any Pending Escrowed Dividend Claim becomes an Established Claim, the Committee and the Company Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent (or its designee as specified in the Joint Notice) the number of Escrow Shares in the Pending Claims Reserve in respect thereof determined in accordance with Section 2 above and to deliver to Transfer Agent the remaining Escrow Shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice, and it shall be the responsibility of the Company Representative and the Transfer Agent to issue and distribute such Escrow Shares to the Company Indemnitees. If any Pending Claim is resolved against Parent, the Committee and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to the Transfer Agent the number of Escrow Shares allocated to such Pending Claim in the Pending Claims Reserve, and it shall be the responsibility of the Company Representative and the Transfer Agent to issue and distribute such shares to the Company Indemnitees. (c) As used herein, the “Pending Claims Reserve” shall mean, at the time any such determination is made, that number of Escrow Shares of Parent Common Stock in the Escrow Account having a value (determined pursuant to Section 2(e9.2(b) of this the Merger Agreement. Subject ) equal to the provisions of this Section 4, this Agreement shall terminate after all sum of the Earnout Shares and Escrowed Dividends have been released from aggregate dollar amounts claimed to be due with respect to all Pending Claims (as shown in the Escrow AccountNotices of such Claims).