Closing Date Payments Sample Clauses
Closing Date Payments. At the Closing, Parent shall pay, or shall cause the Company or the Surviving Entity to pay, in cash by wire transfer of immediately available funds (except as expressly contemplated in clause (iii) below), the following:
(1) $500,000 (such amount, the “Equityholder Representative Expense Amount”) shall be deposited into an escrow account (the “Equityholder Representative Expense Account”), which shall be established pursuant to an escrow agreement to be entered into at the Closing among Parent, the Equityholder Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit E with such changes as may be reasonably required by the Escrow Agent (the “Escrow Agreement”), for purposes of satisfying costs, expenses and/or liabilities incurred in its capacity as the Equityholder Representative and otherwise in accordance with this Agreement;
(2) on behalf of the Company, (A) the portion of the Closing Date Indebtedness that is Funded Indebtedness in accordance with the applicable Debt Payoff Letters, and (B) the Unpaid Transaction Expenses (other than as set forth in clause (iii) below) in accordance with the applicable invoices or other documents evidencing such amounts, in each case, delivered to Parent by the Company at least one (1) Business Day prior to the Closing Date;
(3) with respect to any bonus payable in cash and/or Parent Common Shares by the Company as described on Schedule 5.1(iii), in each case payable to employees of the Company, by delivery of such amounts to the Company (in either cash or Parent Common Shares as directed by the Company, it being understood that any portion paid in cash shall be Unpaid Transaction Expenses and any portion paid in Parent Common Shares delivered to the Company shall reduce, on a share for share basis, the number of Parent Common Shares issued at the Closing pursuant to Section 2.8(d)), for further distribution to such employee recipients through the Surviving Entity’s payroll;
(4) with respect to each Share issued and outstanding as of immediately prior to the Effective Time, an amount in cash equal to the Per Share Closing Cash Consideration to the Paying Agent for further distribution to the Stockholders pursuant to and in accordance with Section 2.10; and DOC ID - 32901658.22 28
(5) with respect to each Vested Company Option issued and outstanding as of immediately prior to the Effective Time, an amount in cash equal to (A) the product of (x) the Per Share Optionholder Closing Consid...
Closing Date Payments. The Borrower and the Lenders shall have made such payments among themselves on the Closing Date as directed by the Administrative Agent with the result that, after giving effect thereto, the outstanding Revolving Credit Loans if any, shall be held by the Lenders pro rata in accordance with their respective Commitments. The Borrower shall have paid to the Administrative Agent, for the account of the respective lenders under the Existing Credit Agreement, all unpaid fees and other amounts accrued under the Existing Credit Agreement to the Closing Date.
Closing Date Payments. All payments to be made to Seller on the Closing Date shall be made by wire transfer of immediately available funds in New York City to an account specified by Seller.
Closing Date Payments. At the Closing, (a) Buyer shall pay to Sellers cash by wire transfer of immediately available funds in an amount equal to (i) the Cash Consideration minus (ii) the Deposit minus (iii) the GoB Escrow Amount minus (iv) the IP Escrow Amount and (b) Sellers shall direct the Deposit Escrow Agent to indefeasibly transfer the Deposit to an account designated by Sellers.
Closing Date Payments. The Merger Consideration shall be paid by Acquiror by Wire Transfer as follows:
(i) to the Paying Agent, on behalf of the holders of Options, Warrants and Target Stock, the aggregate amount of the Merger Consideration, which amount includes the Hold-Back Amount, less the amount of the Escrow Amount; and
(ii) to the Escrow Agent on behalf of the Preferred Stockholders and the Management Stockholders (collectively, the “Indemnifying Stockholders”), $27,000,000 (the “Escrow Amount”) (the Escrow Amount, plus any interest paid on such amount, are herein referred to as the “Escrow Fund”) for the purpose of securing (A) the indemnification obligations of the Indemnifying Stockholders set forth in this agreement, (B) payment of the Post-Closing Acquisition Expenses, if any, (C) the Net Consideration Adjustment, if any, to the extent it exceeds the Hold-Back Amount, and (D) payments pursuant to Article VIII. The Escrow Amount, which shall be comprised of amounts of Merger Consideration allocable to the Indemnifying Stockholders as set forth in Appendix 3.3 and Appendix 3.4, shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as two separate trust funds. The Escrow Fund comprised of the Merger Consideration set forth in Appendix 3.3 (the “Stockholder Trust Fund”) shall not be subject to any lien, attachment, trustee process or any judicial process of any creditor of any party and shall be held and disbursed solely for the purposes and in accordance with the applicable terms of the Escrow Agreement. The Escrow Fund comprised of the Merger Consideration set forth in Appendix 3.4 (the “Management Escrow”) shall be held in a “rabbi trust,” subject to the claims of Acquiror’s creditors in the event of Acquiror’s insolvency, according to “rabbi trust” terms substantially similar to those approved by the IRS in Rev. Proc. 92-64, and shall be held and disbursed solely for the purposes and in accordance with the applicable terms of the Escrow Agreement. The Management Escrow shall be structured so that the Management Stockholders are not subject to income tax on the Escrow Amount until distributions are made to the Management Stockholders from the Management Escrow. All interest and other income earned on the Escrow Amount in the Stockholder Trust Fund through the Final Escrow Release Date will become part of the Stockholder Trust Fund and any portion of such interest and other income remaining in the Stoc...
Closing Date Payments. The Closing Purchase Price shall be an amount equal to the Purchase Price adjusted as follows (and reflected in the Preliminary Settlement Statement and the Final Settlement Statement in accordance with Sections 6.5 and 6.6):
2.3.1 decreased by the amount of the Performance Deposit paid by Buyer to Seller;
2.3.2 increased by the amount provided for under Section 6.1;
2.3.3 increased or decreased, as appropriate, by the amount provided for under Section 6.2;
2.3.4 increased or decreased, as appropriate, by the amount provided for under Section 6.3;
2.3.5 increased or decreased, as appropriate, by the amount provided for under Section 6.4;
2.3.6 decreased, as appropriate, by any adjustments made for Properties excluded pursuant to Article 3;
2.3.7 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Alleged Adverse Conditions pursuant to Section 5.2 and decreased or increased, as appropriate, by any adjustments made for Properties excluded pursuant to Section 5.2;
2.3.8 to the extent determined prior to the Closing, decreased by the agreed or arbitrated adjustment, if any, to which Buyer is entitled for Casualty Loss pursuant to Article 7;
2.3.9 increased or decreased, as appropriate, by the amount of the payment for Imbalances pursuant to Section 12.7; and
2.3.10 increased or decreased, as the case may be, by any other amount mutually agreed to by the Parties in writing. The Purchase Price, as so adjusted, shall be the “Adjusted Purchase Price.”
Closing Date Payments. At or prior to the Closing, subject to any adjustments agreed by the Parties and the parties to the Transaction Agreement:
(a) LAC shall pay to NHC by wire transfer of immediately available funds to an account designated by NHC the amount contemplated by the LAC-NHC Investment.
(b) GFL shall pay to NHC by wire transfer of immediately available funds to an account designated by NHC the amount contemplated by the GFL-NHC Investment.
(c) GFL shall pay to GHC by wire transfer of immediately available funds to an account designated by GHC the amount contemplated by the GFL-GHC Investment.
(d) LAC and GFL shall, and LAC shall cause 226 to, cause the Company to repay to LAC, by wire transfer of immediately available funds to an account designated by LAC, all outstanding amounts owing under the LAC Capital Contribution Loans and the Company-LAC Indebtedness (including any accrued and payable interest thereon). The Parties acknowledge and agree that the foregoing payments may be satisfied by way of direction, if determined to be advisable pursuant to one or more agreed direction agreements.
Closing Date Payments. As soon as reasonably practicable (but in no event later than one (1) Business Day) after the Closing, Acquirer shall make, or cause to be made, the following payments in cash by wire transfer of immediately available funds:
(i) to Continental Stock Transfer & Trust Company or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”), the sum of (A) the Closing Stock Consideration for further distribution to the Company Stockholders pursuant to Section 1.4(c) and (B) the Closing Warrant Consideration for further distribution to the Company Warrantholders pursuant to Section 1.4(c); and
(ii) to the Surviving Corporation (as directed by the Company in the Spreadsheet), the aggregate Closing Option Consideration for further payment to the Company Optionholders that held In the Money Options immediately prior to the Effective Time.
Closing Date Payments. Agent shall have received evidence satisfactory to it that the Closing Date Payments have been paid in full;
Closing Date Payments. On the Closing Date, the Sellers’ Representative shall distribute the Closing Cash Payment in accordance with the below:
(a) The Sellers’ Representative shall distribute the applicable portion of the sum (the “Closing Cash Consideration”) of the Closing Cash Payment, plus the Blocker Cash Consideration, minus the Transaction Expenses, minus the Seller Reserve Amount to each Seller, by wire transfer of immediately available United States funds to one or more bank accounts designated by each such Seller, in accordance with the methodology set forth on Exhibit C, in each case, upon receipt of such Seller’s (other than IVP Cayman’s) completed and executed Surrender Forms.
(b) The Sellers’ Representative shall pay each Person owed any portion of the Transaction Expenses, by wire transfer of immediately available United States funds to one or more bank accounts designated by each such Person, the respective amount of the Transaction Expenses owed to such Person.
(c) The Sellers’ Representative shall deposit the Seller Reserve Amount in a segregated escrow account controlled by the Sellers’ Representative.