Common use of Release Procedures Clause in Contracts

Release Procedures. (a) Neither the Escrowed Shares nor the Escrowed Cash (in each case, including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Lien, sold, assigned or transferred by any Indemnitor, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Indemnitor, in each case prior to the distribution of the Escrowed Shares or the Escrowed Cash to any Indemnitor in accordance with this Section 10.05. (b) Parent shall be entitled to permanently retain from the Indemnity Escrow Fund in respect of finally determined Damages for which the Indemnitees are entitled to recover pursuant to this Article 10, (i) a number of Escrowed Shares equal to the quotient of (A) one-half of the aggregate amount of such Damages, divided by (B) the Parent Stock Price and (ii) an amount in cash equal to one-half of the aggregate amount of such Damages. The Parties hereto acknowledge that the Parent Stock Price only reflects an agreed-upon amount as to the value of Parent Stock solely for the limited purpose of satisfying any Damages under this Article 10 and is not intended to be, nor is it, deemed to constitute the fair market value of Parent Stock at any given time. (c) Promptly after the General Expiration Date, Parent will notify the Securityholder Representative in writing of the amount, if any, that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted, but not resolved on or prior to 11:59 p.m. Pacific Time on the General Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.05(e), within five (5) Business Days following the General Expiration Date, Parent and the Securityholder Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Indemnity Escrow Fund to the Exchange Agent (or through the Surviving Company’s or Parent’s payroll system, as applicable) for distribution to the Indemnitors an amount in the aggregate equal to (i) the amount held in the Indemnity Escrow Fund as of the General Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, with each Indemnitor to receive a portion thereof equal to the product obtained by multiplying (A) the amount to be so released by (B) such Indemnitor’s Pro Rata Share. (d) Following the General Expiration Date, after resolution and payment of a Continuing Claim, Parent and the Securityholder Representative shall, subject to Section 10.05(e), execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Indemnity Escrow Fund to the Exchange Agent (or through the Surviving Company’s or Parent’s payroll system, as applicable) for distribution to the Indemnitors an amount in the aggregate equal to (i) the amount held in the Indemnity Escrow Fund as of the date of such resolution and payment minus (ii) the amounts that Parent determines in good faith to be necessary to satisfy any other Continuing Claims (which amounts will continue to be held in the Indemnity Escrow Fund), with each Indemnitor to receive a portion thereof equal to the product obtained by multiplying (A) the amount to be so released by (B) such Indemnitor’s Pro Rata Share. (e) With respect to any amount to be released from the Indemnity Escrow Fund to the Exchange Agent (or through the Surviving Company’s or Parent’s payroll system, as applicable) for distribution to the Indemnitors pursuant to this Section 10.05 or the Escrow Agreement: (i) if any former holder of Company Capital Stock is required to, but has not executed and delivered (x) a properly completed Letter of Transmittal and (y) instructions for use in effecting the exchange of Company Stock Certificates or shares of uncertificated in accordance with Section 2.09 (collectively, the “Payment Conditions”) prior to the delivery to the Escrow Agent of the applicable joint written instructions, then any amount that would otherwise be released to such Indemnitor shall be held by the Exchange Agent, without interest, until such holder satisfies all of such Indemnitor’s applicable Payment Conditions; (ii) amounts to be released from the Indemnity Escrow Fund to be distributed to each Indemnitor shall be deemed to be the product of (A) the aggregate amount to be released from the Indemnity Escrow Fund to the Indemnitors multiplied by (B) each Indemnitor’s Pro Rata Share; (iii) each distribution to be made from the Indemnity Escrow Fund to a particular Indemnitor shall be effected in accordance with the payment delivery instructions set forth in such Indemnitor’s Letter of Transmittal (or through the Surviving Company’s or Parent’s payroll system, as applicable), with respect to amounts to be distributed in respect of such Indemnitor’s outstanding Company Capital Stock; (iv) with respect to any amount to be released from the Indemnity Escrow Fund to the Indemnitors, such amount shall be comprised of (A) Escrowed Shares with a value (valued at the Parent Stock Price) equal to fifty percent (50%) of such amount (with all Escrowed Shares released to any Indemnitor to be rounded down to the nearest whole share), which shall be accepted into DTC and issued in uncertificated book-entry form to such Indemnitor’s account as shall be specified in the completed Letter of Transmittal and (B) Escrowed Cash equal to fifty percent (50%) of such amount; and (v) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Indemnity Escrow Fund shall be consistent with this Section 10.05 and the Escrow Agreement.

Release Procedures. (a) Neither the Escrowed Shares nor the Escrowed Cash (in each case, including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Lien, sold, assigned or transferred by any Indemnitor, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Indemnitor, in each case prior to the distribution of the Escrowed Shares or the Escrowed Cash to any Indemnitor in accordance with this Section 10.05. (b) Parent shall be entitled to permanently retain from the Indemnity Escrow Fund in respect of finally determined Damages for which the Indemnitees are entitled to recover pursuant to this Article 10, (i) a number of Escrowed Shares equal to the quotient of (A) one-half of the aggregate amount of such Damages, divided by (B) the Parent Stock Price and (ii) an amount in cash equal to one-half of the aggregate amount of such Damages. The Parties hereto acknowledge that the Parent Stock Price only reflects an agreed-upon amount as to the value of Parent Stock solely for the limited purpose of satisfying any Damages under this Article 10 and is not intended to be, nor is it, deemed to constitute the fair market value of Parent Stock at any given time. (c) Promptly after the General Expiration Date, Parent will notify the Securityholder Representative in writing of the amount, if any, that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted, but not resolved on or prior to 11:59 p.m. Pacific Time on the General Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.05(e), within five Within fifteen (515) Business Days following the General Expiration Date, Parent and the Securityholder Representative shall execute and deliver provide a joint written instructions instruction to the Escrow Agent instructing it to distribute any amounts remaining in the Escrow Agent to release from the Indemnity Escrow Fund to the Exchange Agent (or through the Surviving Company’s or Parent’s payroll system, as applicable) for distribution to the Indemnitors an amount in the aggregate equal to (i) the amount held in the Indemnity Escrow Fund as of the General Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, with each Indemnitor Securityholder to receive a portion thereof equal to the product obtained by multiplying (A) the amount to be so released by (B) such IndemnitorSecurityholder’s Pro Rata Escrow Share. (d) Following . In the event that there exist Continuing Claims as of the General Expiration Date, after resolution and payment of a as soon as all such Continuing ClaimClaims have been resolved, then Parent and the Securityholder Representative shall, subject to Section 10.05(e), execute and deliver shall provide a joint written instructions instruction to the Escrow Agent instructing it to distribute the Escrow Agent to release from the Indemnity Escrow Fund to the Exchange Agent (or through the Surviving Company’s or Parent’s payroll systemretained amount, as applicable) if any, that was retained for distribution to the Indemnitors an amount in the aggregate equal to (i) the amount held in the Indemnity Escrow Fund as purposes of the date of satisfying such resolution and payment minus (ii) the amounts claims that Parent determines in good faith to be necessary was not needed to satisfy any other Continuing Claims (which amounts will continue to be held in the Indemnity Escrow Fund), with each Indemnitor to receive a portion thereof equal to the product obtained by multiplying (A) the amount to be so released by (B) such Indemnitor’s Pro Rata Share. (e) claims. With respect to any amount to be released from the Indemnity Escrow Fund to the Exchange Agent (or through the Surviving Company’s or Parent’s payroll systemFund, as applicable) for distribution to the Indemnitors pursuant to this Section 10.05 or the Escrow Agreement: (i) if any former holder of Company Capital Stock is required to, but has not executed and delivered (x) a properly completed Letter of Transmittal and (y) instructions for use in effecting the exchange of Company Stock Certificates or shares of uncertificated in accordance with Section 2.09 (collectively, the “Payment Conditions”) Exchange Documents prior to the delivery to release of the Escrow Agent of the applicable joint written instructionsFund, then any amount that would otherwise be released to such Indemnitor shall be held by the Exchange AgentParent, without interest, until such holder satisfies all of such Indemnitor’s applicable Payment Conditions; (ii) amounts to be released from the Indemnity Escrow Fund to be distributed to each Indemnitor shall be deemed to be the product of (A) the aggregate amount to be released from the Indemnity Escrow Fund to the Indemnitors multiplied by (B) each Indemnitor’s Pro Rata Share; (iii) each distribution to be made from the Indemnity Escrow Fund to a particular Indemnitor shall be effected in accordance with the payment delivery instructions set forth in such Indemnitor’s Letter of Transmittal (or through the Surviving Company’s or Parent’s payroll system, as applicable), with respect to amounts to be distributed in respect of such Indemnitor’s outstanding Company Capital Stock; (iv) with respect to any amount to be released from the Indemnity Escrow Fund to the Indemnitors, such amount shall be comprised of (A) Escrowed Shares with a value (valued at the Parent Stock Price) equal to fifty percent (50%) of such amount (with all Escrowed Shares released to any Indemnitor to be rounded down to the nearest whole share), which shall be accepted into DTC executes and issued in uncertificated book-entry form to such Indemnitor’s account as shall be specified in the delivers properly completed Letter of Transmittal and (B) Escrowed Cash equal to fifty percent (50%) of such amount; and (v) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Indemnity Escrow Fund shall be consistent with this Section 10.05 and the Escrow AgreementExchange Documents.