Common use of Release of Escrow Amount Clause in Contracts

Release of Escrow Amount. (a) Promptly following acceptance for purchase of all Securities tendered into the Offers (and not withdrawn), the Purchasers shall deliver to the Escrow Agent a certificate certifying the occurrence of such acceptance and specifying the number of Series A Shares and Series V Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment and the number of Series A Shares, Series V Shares and ADSs validly tendered into the U.S. Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment. On the Business Day immediately following the delivery to the Escrow Agent of the aforementioned certificate, the Escrow Agent shall transfer, assign, deliver and pay over: (i) first, to the Mexican Depositary for payment to holders of Series A Shares and Series V Shares that validly tendered their Series A Shares and Series V Shares into the Mexican Offer, the lesser of (A) the Escrow Fund, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2 and (B) an amount in dollars equal to the sum of (x) Ps. 0.05712180 per Series A Share multiplied by the number of Series A Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment and (y) Ps. 0.05712180 per Series V Share multiplied by the number of Series V Shares validly tendered into the Mexican Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment, such dollar equivalent of such Peso amount calculated as the average of the exchange rates reported on each of the five (5) consecutive Business Days ending two (2) Business Days prior to the Expiration Date by Reuters and Bloomberg on their FXBENCH page as the closing rate for the exchange of Pesos and dollars; (ii) second, to the depositary designated in the U.S. Offer (the "U.S. Depositary") for payment to holders of Series A Shares, Series V Shares and ADSs that validly tendered their Series A Shares, Series V Shares and ADSs into the U.S. Offer, the lesser of (A) the Escrow Fund, less the amount paid to the Mexican Depositary and less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2 and (B) an amount in dollars equal to the sum of (x) Ps. 0.05712180 per Series A Share multiplied by the number of Series A Shares validly tendered into the U.S. Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment, (y) Ps. 0.05712180 per Series V Share multiplied by the number of Series V shares validly tendered into the U.S. Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for payment and (z) Ps. 5.712180 per ADS multiplied by the number of ADSs validly tendered into the U.S. Offer (including pursuant to Notices of Guaranteed Delivery) and accepted for purchase, such dollar equivalent of such Peso amount calculated as the average of the exchange rates reported on each of the five (5) consecutive Business Days ending two (2) Business Days prior to the Expiration Date by Reuters and Bloomberg on their FXBENCH page as the closing rate for the exchange of Pesos and dollars; and (iii) third, to the Purchasers, the Escrow Fund less the amount paid to the Mexican Depositary, less the amount paid to the U.S. Depositary, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2. (b) Upon termination of the Acquisition Agreement under circumstances pursuant to which the Purchasers would be required to make a payment to the Verizon Selling Shareholders and Vodafone in accordance with Section 9.4 of the Acquisition Agreement, the Verizon Selling Shareholders, Vodafone and the Purchasers shall jointly deliver to the Escrow Agent a certificate executed by each certifying that the Purchasers are obligated to pay to the Verizon Selling Shareholders and Vodafone the amounts specified in Section 9.4 of the Acquisition Agreement and specifying the amounts so payable. On the Business Day immediately following the delivery to the Escrow Agent of the aforementioned certificate, the Escrow Agent shall transfer, assign, deliver and pay over: (i) first, to the Verizon Selling Shareholders and Vodafone, the lesser of (A) the Escrow Fund, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2 and (B) the amounts specified in the aforementioned certificate; and (ii) second, to Sub, the Escrow Fund, less the amounts paid to the Verizon Selling Shareholders and Vodafone, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2. (c) Promptly upon any termination of the Acquisition Agreement under circumstances pursuant to which the Purchasers would not be required to make a payment to the Verizon Selling Shareholders and Vodafone in accordance with Section 9.4 of the Acquisition Agreement, the Verizon Selling Shareholders, Vodafone and the Purchasers shall jointly deliver to the Escrow Agent a certificate executed by each certifying that the Acquisition Agreement has been terminated. On the Business Day immediately following the delivery to the Escrow Agent of the aforementioned certificate, the Escrow Agent shall transfer, assign, deliver and pay over to Sub an amount equal to the Escrow Fund, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2. (d) Upon termination of this Agreement in accordance with Section 5.1 of this Agreement, the Escrow Agent shall, on the Business Day immediately following such termination, transfer, assign, deliver and pay over to Sub an amount equal to the Escrow Fund, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2. (e) Notwithstanding anything to the contrary contained herein, in the event that the Purchasers shall give the Early Termination Notice pursuant to Section 10.20 of the Acquisition Agreement then, on the Business Day immediately following receipt thereof by the Escrow Agent, the Escrow Agent shall (i) transfer, assign, deliver and pay over to Sub an amount equal to the Escrow Fund, less any expenses of the Escrow Agent recoverable by the Escrow Agent pursuant to Section 4.2 of this Agreement, and (ii) return to whichever of the Verizon Selling Shareholders or Vodafone had previously transferred Escrow Shares to the Custodial Account (if any), to such Verizon Selling Shareholders or Vodafone, as the case may be. Upon delivery of the Escrow Fund and Escrow Shares as provided above, Escrow Agent shall have no further duties, responsibilities or obligations hereunder.