Common use of Closing Distributions Clause in Contracts

Closing Distributions. (i) No later than three (3) Business Days prior to the Closing, the Company shall provide Buyer with a statement setting forth its good faith estimate (which estimate shall be reasonably satisfactory to Buyer) of (i) the Estimated Closing Indebtedness, (ii) the Estimated Closing Net Working Capital, and (iii) the Estimated Purchase Price resulting therefrom (the “Estimated Closing Statement”), together with an estimated balance sheet of the Company and its Subsidiaries, on a consolidated basis, as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”) (accompanied by any supporting work papers and other similar material used by the Company to prepare the Estimated Closing Statement and the Estimated Closing Balance Sheet). (ii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to the Representative (on behalf of the Sellers) an aggregate amount in cash (the “Closing Cash Payment”) equal to (x) the Estimated Purchase Price less (y) the Escrow Deposit Amount, by wire transfer of immediately available funds from Buyer to the account designated by the Representative (which account shall be designated by the Representative in writing at least three (3) Business Days prior to the Closing Date). The Closing Cash Payment shall be allocated among the Sellers, and distributed to the Sellers by the Representative, in accordance with written instructions which shall be delivered to Buyer not less than one (1) Business Day prior to the Closing. (iii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver, by wire transfer of immediately available funds, the Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Escrow Account”) established pursuant to the terms of an escrow agreement, substantially in the form of Exhibit B (the “Escrow Agreement”), among Buyer, the Representative and the Escrow Agent. The Escrow Funds shall be maintained separately in the Escrow Account. The fees and expenses of the Escrow Agent shall be paid 50% by Buyer and 50% by the Representative (on behalf of the Sellers). The Escrow Account will be divided into the following two sub-accounts: (a) An aggregate amount in cash equal to the Purchase Price Adjustment Escrow Amount shall be deposited into a separate subaccount (the “Purchase Price Adjustment Escrow Account”). The Purchase Price Adjustment Escrow Amount shall be distributed in accordance with the provisions of this Agreement and the Escrow Agreement. (b) An aggregate amount in cash equal to the General Escrow Amount shall be deposited into a separate subaccount (the “General Escrow Account”). The General Escrow Amount shall be distributed in accordance with the provisions of this Agreement and the Escrow Agreement. (iv) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to the intended beneficiaries thereof (as identified by the Representative to Buyer at least three (3) Business Days prior to the Closing Date) (a) amounts due and owing pursuant to the Funded Indebtedness, (b) the Company Transaction Expenses, (c) the Representative Expenses, and (d) any other liabilities included in the computation of Estimated Closing Indebtedness (other than the Ohio Matter Payoff Amount) which Representative instructs Buyer to pay at the Closing.

Closing Distributions. (i) No later than three (3) Business Days prior to the Closing, the Company shall provide Buyer with a statement setting forth its good faith estimate (which estimate shall be reasonably satisfactory to Buyer) of (i) the Estimated Closing Indebtedness, (ii) the Estimated Closing Net Working Capital, and (iii) the Estimated Purchase Price resulting therefrom (the “Estimated Closing Statement”), together with an estimated balance sheet of the Company and its Subsidiaries, on a consolidated basis, as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”) (accompanied by any supporting work papers and other similar material used by the Company to prepare the Estimated Closing Statement and the Estimated Closing Balance Sheet). (ii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to the Representative Sellers in accordance with paragraph (on behalf i) of Section 1E of the Sellers) Company Disclosure Letter an aggregate amount in cash (the “Closing Cash Payment”) equal to (x) the Estimated Purchase Price (less (y) the Indemnity Escrow Deposit Amount and the Adjustment Escrow Deposit Amount), by wire transfer of immediately available funds from Buyer to the account or accounts designated by the Representative (which account or accounts, together with the amounts payable to each Seller, shall be designated by the Representative in writing at least three two (32) Business Days prior to the Closing Date). The Closing Cash Payment shall be allocated among the Sellers, and distributed to the Sellers by the Representative, in accordance with written instructions which shall be delivered to Buyer not less than one (1) Business Day prior to the Closing. (iiiii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver, by wire transfer of immediately available funds, an aggregate amount equal to (a) the Indemnity Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Indemnity Escrow Account”) established pursuant to the terms of an escrow agreement, substantially in the form of Exhibit B attached hereto (the “Indemnity Escrow Agreement”), among Buyer, the Representative and the Escrow Agent, and (b) the Adjustment Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Adjustment Escrow Account”) established pursuant to the terms of an escrow agreement, substantially in the form of Exhibit C attached hereto (the “Adjustment Escrow Agreement”), among Buyer, the Representative and the Escrow Agent. The Indemnity Escrow Funds and the Adjustment Escrow Funds shall be maintained separately in the Indemnity Escrow Account and the Adjustment Escrow Account, respectively, and the Indemnity Escrow Amount and the Adjustment Escrow Amount shall be Buyer’s sole and exclusive source of recovery for any amounts owing to Buyer pursuant to this Agreement, except as otherwise set forth in Article 10. The fees and expenses of the Escrow Agent shall be paid 50% by Buyer and 50% by the Representative (on behalf of the Sellers). The Escrow Account will be divided into the following two sub-accounts: (a) An aggregate amount in cash equal to the Purchase Price Adjustment Escrow Amount shall be deposited into a separate subaccount (the “Purchase Price Adjustment Escrow Account”). The Purchase Price Adjustment Escrow Amount shall be distributed in accordance with the provisions of this Agreement and the Escrow AgreementRepresentative. (b) An aggregate amount in cash equal to the General Escrow Amount shall be deposited into a separate subaccount (the “General Escrow Account”). The General Escrow Amount shall be distributed in accordance with the provisions of this Agreement and the Escrow Agreement. (iviii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to the intended beneficiaries thereof (as identified by the Representative to Buyer at least three two (32) Business Days prior to the Closing Date) (a) amounts due and owing pursuant to the Funded IndebtednessCredit Facilities, (b) the Company Transaction ExpensesExpenses (except with respect to any severance obligations owed in connection the terminations of employment described in Section 11K, which such amounts Buyer shall retain and pay to the applicable former employees following the Closing in accordance with the terms of the applicable agreements creating such severance obligations), (c) the Representative Expenses, and (d) any other liabilities included in the computation of Estimated Closing Net Indebtedness (other than the Ohio Matter Payoff Amount) which Representative instructs Buyer by their terms or pursuant to pay this Agreement are required to be paid at the Closing.

Closing Distributions. (i) No later than three (3) Business Days prior to At the ClosingEffective Time, the Company Evolent Entities shall, or shall provide Buyer cause Merger Sub to, in accordance with the Closing Merger Consideration Schedule: (a) Pay and/or issue to each Shareholder who has properly surrendered and exchanged such holder’s Certificates and delivered a statement setting forth its good faith estimate (which estimate shall be reasonably satisfactory to Buyer) duly executed and completed letter of (i) transmittal substantially in the Estimated Closing Indebtedness, (ii) the Estimated Closing Net Working Capital, and (iii) the Estimated Purchase Price resulting therefrom form of Exhibit C attached hereto (the “Estimated Closing StatementLetter of Transmittal”), together with an estimated balance sheet the other Requisite Equityholder Documents, to the Company prior to the Closing Date, (I) with respect to each holder of Company Preferred Stock, the portion of the Preferred Stock Merger Consideration to which such holder is entitled and (II) with respect to each holder of Company and its SubsidiariesCommon Stock, on a consolidated basis, as the portion of the Adjustment Calculation Time Closing Common Stock Merger Consideration to which such holder is entitled, in each case as determined in accordance with Section 3A, by (A) with respect to the portion of the Cash Consideration due to such Person, wire transfer of funds to an account designated in writing by such holder in the Letter of Transmittal in the event such holder and (B) with respect to the portion of the Equity Consideration due to such Person, (I) by book entry form with the Transfer Agent with respect to the Class B Shares and (II) by amendment to the Buyer Operating Agreement with respect to the Class B Common Units to reflect such Person’s interest in the Class B Common Units. (b) Pay to the Company, to be held in trust for the benefit of the holders of Company Preferred Stock and Company Common Stock that are not receiving payment on the Closing Date pursuant to Section 4C(i)(a) above, an aggregate amount equal to the aggregate portion of the Preferred Stock Merger Consideration and the Closing Common Stock Merger Consideration consisting of the Cash Consideration to which such holders of Company Preferred Stock and Company Common Stock are entitled in their capacity as such (the “Estimated Closing Balance SheetExchange Fund”) (accompanied by any supporting work papers and other similar material used by the Company to prepare the Estimated Closing Statement and the Estimated Closing Balance Sheet). (ii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer which shall pay to the Representative (on behalf of the Sellers) an aggregate amount in cash (the “Closing Cash Payment”) equal to (x) the Estimated Purchase Price less (y) the Escrow Deposit Amount, be funded by wire transfer of immediately available funds from Buyer to a bank account designated in writing by the Company. After the Closing, each such holder that surrenders and exchanges such holder’s Certificates and delivers a duly executed and completed Letter of Transmittal to the account designated Company shall promptly be paid his, her or its portion of the Preferred Stock Merger Consideration and Closing Common Stock Merger Consideration by the Representative Company from the Exchange Fund. (which account shall be designated by c) With respect to each Optionholder who has properly delivered the Representative in writing at least three (3) Business Days Requisite Equityholder Documents to the Company prior to Closing, (i) pay to the Company an aggregate amount equal to the aggregate portion of the Closing DateCommon Stock Merger Consideration consisting of the Cash Consideration to which the Optionholders are entitled in their capacity as such (collectively, the “Closing Option Merger Consideration”). The Closing Cash Payment shall be allocated among the Sellers, and distributed to the Sellers by the Representative, in accordance with written instructions which shall be delivered to Buyer not less than one (1) Business Day prior to the Closing. (iii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver, funded by wire transfer of immediately available funds, funds to a bank account designated in writing by the Escrow Deposit Amount Company and (ii) with respect to the Escrow portion of the Equity Consideration due to such Person, issue such Equity Consideration, (A) by book entry form with the Transfer Agent for deposit into a separate escrow account (the “Escrow Account”) established pursuant with respect to the terms Class B Shares and (B) by amendment to the Buyer Operating Agreement with respect to the Class B Common Units to reflect such Person’s interest in the Class B Common Units. The exchange of the Closing Option Per Share Merger Consideration consisting of the Cash Consideration with respect to each share of Company Common Stock issuable upon exercise of an escrow agreement, substantially Option with respect to which an Option Cancellation Agreement has been delivered shall be made to a holder thereof by the Company through its payroll system on the first payroll date following the Closing Date and the delivery by such holder of an Option Cancellation Agreement with respect thereto. (ii) At or after the Effective Time in the form of Exhibit B (the “Escrow Agreement”accordance with Section 4C(i)(b), among Buyerwith respect to any Shareholder who has not delivered the Requisite Equityholder Documents prior to Closing, upon the Representative proper surrender and exchange of Certificates and delivery of a duly executed and completed Letter of Transmittal to the Escrow Agent. The Escrow Funds shall be maintained separately in the Escrow Account. The fees and expenses Company, (a) each holder of the Escrow Agent Company Preferred Stock shall be paid 50% by Buyer and 50% by the Representative (on behalf portion of the Sellers). The Escrow Account will Preferred Stock Merger Consideration to which such holder is entitled and (b) each holder of Company Common Stock shall be divided into paid the following two sub-accounts: (a) An aggregate amount portion of the Closing Common Stock Merger Consideration to which such holder is entitled, in cash equal each case as determined in accordance with Section 3A. Furthermore, upon surrender and exchange of Certificates and delivery of the Letter of Transmittal to the Purchase Price Adjustment Escrow Amount Company, each holder of Company Common Stock shall be deposited into a separate subaccount (irrevocably entitled to receive the “Purchase Price Adjustment Escrow Account”). The Purchase Price Adjustment Escrow Amount shall portion of the Additional Merger Consideration to which such holder is entitled, to be distributed paid to such holder as set forth in this Agreement and in accordance with the applicable provisions of the Escrow Agreement. Notwithstanding anything contained in this Section 4C to the contrary, the provisions of this Agreement and the Escrow AgreementSection 4C(iv) shall not be applicable to Dissenting Shares. (biii) An aggregate amount in cash equal With respect to any Optionholder who has not delivered the Requisite Equityholder Documents prior to Closing, upon the proper delivery of a duly executed and completed Option Cancellation Agreement to the General Escrow Amount Company, each Optionholder shall be deposited into a separate subaccount (paid by the “General Escrow Account”). The General Escrow Amount Company in accordance with Section 4C(i)(c) the portion of the Closing Option Merger Consideration to which such Optionholder is entitled as determined in accordance with Section 3A. Furthermore, upon delivery of an Option Cancellation Agreement to the Company, each Optionholder shall be distributed irrevocably entitled to receive the portion of the Additional Merger Consideration to which such Optionholder is entitled, to be paid to such Optionholder as set forth in this Agreement and in accordance with the applicable provisions of this Agreement and the Escrow Agreement. (iv) At If payment or issuance of any portion of the ClosingTotal Merger Consideration in respect of Company Capital Stock or Options is to be made to a Person other than the Person in whose name a surrendered Certificate or Option is registered, on it shall be a condition to such payment or issuance that the terms Certificate or Option so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of such payment or issuance in a name other than that of the registered holder of the Certificate or Option surrendered or shall have established to the reasonable satisfaction of the Company that such Taxes either have been paid or are not payable. (v) If any Certificate has been or is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming that a Certificate has been lost, stolen or destroyed and, if required by the Company and Buyer, the delivery of such indemnity by such Person as is reasonably satisfactory to the Company and Buyer, the Company will deliver to such Person in exchange for such lost, stolen or destroyed Certificate the proper amount of the Total Merger Consideration, subject to the conditions set forth in other deliveries required by this Agreement, Buyer shall pay to the intended beneficiaries thereof (as identified by the Representative to Buyer at least three (3) Business Days prior to the Closing Date) (a) amounts due and owing pursuant to the Funded Indebtedness, (b) the Company Transaction Expenses, (c) the Representative Expenses, and (d) any other liabilities included in the computation of Estimated Closing Indebtedness (other than the Ohio Matter Payoff Amount) which Representative instructs Buyer to pay at the Closing.Section 4C.

Closing Distributions. (i) No later than three (3) Business Days prior At the Effective Time, the Buyer shall issue to the Closing, holders of Company Capital Stock a number of shares of Buyer Common Stock equal to the Company shall provide Buyer with a statement setting Closing Merger Consideration to be distributed or delivered as set forth its good faith estimate (which estimate shall be reasonably satisfactory to Buyer) of (i) the Estimated Closing Indebtedness, in clauses (ii) the Estimated Closing Net Working Capital, and (iii) the Estimated Purchase Price resulting therefrom (the “Estimated Closing Statement”), together with an estimated balance sheet of the Company and its Subsidiaries, on a consolidated basis, as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”) (accompanied by any supporting work papers and other similar material used by the Company to prepare the Estimated Closing Statement and the Estimated Closing Balance Sheet).this Section 4B. (ii) At or after the ClosingEffective Time, on upon the terms proper surrender and subject exchange of Certificates and delivery of a duly executed and completed letter of transmittal in customary form to be mutually agreed upon between Buyer and the Company (the “Letter of Transmittal”) to the conditions Buyer, the Buyer shall distribute to (a) each holder of Company Preferred Stock the portion of the Company Preferred Stock Merger Consideration to which such holder is entitled and (b) each holder of Company Common Stock the portion of the Closing Common Stock Merger Consideration to which such holder is entitled, in each case as determined in accordance with Section 3A. Furthermore, upon surrender and exchange of Certificates and delivery of the Letter of Transmittal to the Buyer, each holder of Company Common Stock shall be irrevocably entitled to receive the portion of the Additional Merger Consideration to which such holder is entitled, to be paid to such holder as set forth in this Agreement, Buyer shall pay . Notwithstanding anything contained in this Section 4B to the Representative (on behalf contrary, the provisions of the Sellersthis Section 4B(ii) an aggregate amount in cash (the “Closing Cash Payment”) equal shall not be applicable to (x) the Estimated Purchase Price less (y) the Escrow Deposit Amount, by wire transfer of immediately available funds from Buyer to the account designated by the Representative (which account shall be designated by the Representative in writing at least three (3) Business Days prior to the Closing Date). The Closing Cash Payment shall be allocated among the Sellers, and distributed to the Sellers by the Representative, in accordance with written instructions which shall be delivered to Buyer not less than one (1) Business Day prior to the ClosingDissenting Shares. (iii) At the Closing, on the terms and subject to the conditions set forth in this AgreementEffective Time, Buyer shall deliver, by wire transfer of immediately available funds, deliver the Adjustment Escrow Deposit Amount Shares to the Escrow Agent for deposit into a separate escrow account (the “Adjustment Escrow Account”) established pursuant to the terms of an escrow agreement, substantially agreement in the form of Exhibit B C attached hereto (the “Adjustment Escrow Agreement”), ) among Buyer, Holdco, the Company Representative, the Buyer Representative and the Escrow Agent. The Adjustment Escrow Funds Shares shall be maintained separately in the Escrow Account. The fees and expenses of the Escrow Agent shall be paid 50% by Buyer and 50% by the Representative (on behalf of the Sellers). The Escrow Account will be divided into the following two sub-accounts: (a) An aggregate amount in cash equal to the Purchase Price Adjustment Escrow Amount shall be deposited into a separate subaccount (the “Purchase Price Adjustment Escrow Account”). The Purchase Price , and such Adjustment Escrow Amount Shares shall be distributed in accordance with the provisions Buyer’s sole and exclusive source of recovery for any amounts owing to Buyer pursuant to this Agreement and the Escrow Agreement. (b) An aggregate amount in cash equal to the General Escrow Amount shall be deposited into a separate subaccount (the “General Escrow Account”). The General Escrow Amount shall be distributed in accordance with the provisions of this Agreement and the Escrow Agreementas set forth herein. (iv) At The applicable portion of the Closing, on Merger Consideration payable to a holder of Company Capital Stock shall be made by delivery of certificates for shares of Buyer Common Stock representing such portion of the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to the intended beneficiaries thereof (as identified Merger Consideration unless alternative arrangements are specified by the Representative to Buyer at least three (3) Business Days prior to the Closing Date) (a) amounts due and owing pursuant to the Funded Indebtedness, (b) the Company Transaction Expenses, (c) the Representative Expenses, and (d) any other liabilities included such holder in the computation Letter of Estimated Closing Indebtedness (other than the Ohio Matter Payoff Amount) which Representative instructs Buyer to pay at the ClosingTransmittal.