Extract to table

001 per share, of the Company issued and outstanding immediately prior to the effective time of the Merger (other than shares held in the treasury of the Company, shares owned by Parent or Merger Sub, and dissenting shares) shall be converted into the right to receive Twenty Dollars ($20

12 of the Merger Agreement to act on behalf of the Stockholders with respect to this Agreement and all matters relating to the Escrow Amount, and each Stockholder Representative has accepted such appointment; WHEREAS, Continental Fiduciary Trust Company has agreed to serve as Escrow Agent on the terms and conditions set forth herein, under the supervision of Laura Svensson, Vice President, Escrow Services; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement

"Escrow Period" means the period commencing on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date; provided that with respect to any Pending Claims, the Escrow Period shall be automatically extended until the final resolution of all such Pending Claims in accordance with this Agreement

2 — Rules of Construction (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, (iv) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement unless otherwise specified, and (v) the word "including" shall mean "including, without limitation

" (b) Unless otherwise specified, all references to days shall mean calendar days

All references to dollar amounts shall mean United States dollars