Common use of Closing Payment of Merger Consideration Clause in Contracts

Closing Payment of Merger Consideration. The closing of the Merger (the "Closing") shall take place at 10:00 a.m. New York City time at the offices of Curtis, Mallet-Prevost, Colt & Mosle LLP, 101 Park Avenue, New York, ▇▇▇ ▇or▇, ▇▇ ▇▇▇ ▇▇▇▇d business day after ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇een satisfied or waived or at such other time or on such other date or at such other place as the parties hereto may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date"); provided, however, that in no event shall the Closing Date occur after August 30, 2004. At Closing, the Parent, Intermediate Parent or the Purchaser shall: (a) pay to the Shareholder Representative, for distribution to the Stockholders in accordance with and subject to Section 3.07, the Closing Merger Consideration; (b) pay to the Lender, Wells Fargo Bank, National Association and any other creditor under ▇▇▇ ▇redit Agreement, the Bank Debt; (c) deposit an aggregate amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000) (the "Initial Escrow Deposit") in escrow with JPMorgan Chase Bank as escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow agreement substantially in the form of Exhibit 3.05(c) hereto (the "Escrow Agreement"), among the Parent, the Shareholder Representative and the Escrow Agent, as security for the Stockholders' indemnification obligations arising under Article 9 hereof, for payments to the Parent pursuant to Section 3.06(d), if any, and as satisfaction for other amounts contemplated by this Agreement. The amount held in escrow by the Escrow Agent at any time and from time to time shall be referred to as the "Escrow Amount". Six (6) months after the Closing Date, the Escrow Agent shall release and deliver to the Shareholder Representative for distribution to the Stockholders a portion of the Escrow Amount equal to the Escrow Amount at such time, if any, less the amount of any pending indemnification claims properly made by a Purchaser Indemnified Party pursuant to Article 9, less Seven Million Five Hundred Thousand Dollars ($7,500,000). Eighteen (18) months after the Closing Date, the Escrow Agent shall release and deliver to the Shareholder Representative for distribution to the Stockholders the remaining portion of the Escrow Amount at such time, if any, less the amount of any pending indemnification claims properly made by a Purchaser Indemnified Party pursuant to Article 9. As any pending indemnification claims are resolved, the Escrow Agent shall, after making any payment related to such claims, release and deliver to the Shareholder Representative for distribution to the Stockholders any amounts remaining from the amounts reserved for such claims. All amounts delivered to the Shareholder Representative by the Escrow Agent for distribution to the Stockholders shall be Post-Closing Merger Consideration or additional Appraisal Consideration, as the case may be, and allocated among the Stockholders by the Shareholder Representative pro rata in accordance with Section 3.02(a) or paid to the Surviving Corporation as Appraisal Consideration in accordance with Section 3.07(c); (d) pay to the holders of the Options such amounts as the Company has negotiated in consideration of the termination of any rights to tax gross-up payments with respect to the Options, as set forth on Exhibit 3.05

Closing Payment of Merger Consideration. The closing of the Merger (the "“Closing"”) shall take place at 10:00 a.m. New York City time at the offices of Curtis, Mallet-Prevost, Colt & Mosle LLP, 101 Park Avenue, New York, ▇▇▇ ▇or▇, ▇▇ ▇▇▇ ▇▇▇▇d business day after ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green, P.C., ▇▇▇ ▇▇▇▇ ▇een ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, within one (1) business day after all conditions to Closing shall have been satisfied or waived waived, or at such other time or on such other date or at such other place as the parties hereto may mutually agree upon in writing (the day on which the Closing takes place being the "“Closing Date"”); provided, however, that in no event shall the Closing Date occur after August 30, 2004. At Closing, the Parent, Intermediate Parent or the Purchaser shall: (a) pay to the Shareholder Stockholder Representative, for distribution to the Stockholders and, pursuant to Section 3.04(b), certain Option holders, in accordance with and subject to Section 3.07, the Closing Merger Consideration;; and (b) pay to the Lender, Wells Fargo Bank, National Association and any other creditor under ▇▇▇ ▇redit Agreement, the Bank Debt; (c) deposit an aggregate amount of Twelve One Million Five Hundred Thousand Dollars ($12,500,0001,500,000) (the "Initial “Escrow Deposit"”) in escrow with JPMorgan Chase Bank ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green, P.C. as escrow agent (the "“Escrow Agent"”), pursuant to the terms of an escrow agreement substantially in the form of Exhibit 3.05(c) 3.06 hereto (the "“Escrow Agreement"”), among the ParentPurchaser, the Shareholder Stockholder Representative and the Escrow Agent, as security for the Stockholders' ’ indemnification obligations arising under Article 9 10 hereof, for payments to the Parent pursuant to Section 3.06(d), if any, and as satisfaction for other amounts contemplated by this Agreement. The amount held in escrow by the Escrow Agent at any time and from time to time shall be referred to as the "“Escrow Amount". Six .” (c) In the event that either (i) the Company does not make a Pre-Closing Cash Dividend or (ii) the Company makes a Pre-Closing Cash Dividend and the Purchaser or the Surviving Corporation has not given notice to the Stockholder Representative (in accordance with Section 3.02(b)) that it has deducted the amount of such Pre-Closing Cash Dividend from the Escrow Amount, then, in either such case, on the first business day which falls six (6) months after the Closing Date, the Surviving Corporation shall instruct the Escrow Agent to release and deliver to the Stockholder Representative for distribution to the Stockholders (pro rata based on the total number of Shares outstanding as of the Closing Date), Five Hundred Thousand Dollars ($500,000) of the Escrow Amount. Eighteen (18) months after the Closing Date, the Escrow Agent shall release and deliver to the Shareholder Stockholder Representative for distribution to the Stockholders a portion (pro rata based on the total number of Shares outstanding as of the Closing Date) the remaining balance of the Escrow Amount equal to the Escrow Amount at such timeAmount, if any, less the amount of any pending indemnification claims properly made by a Purchaser Indemnified Party pursuant to Article 9, less Seven Million Five Hundred Thousand Dollars ($7,500,000). Eighteen (18) months after the Closing Date, the Escrow Agent shall release and deliver to the Shareholder Representative for distribution to the Stockholders the remaining portion of the Escrow Amount at such time, if any, less the amount of any pending indemnification claims properly made by a Purchaser Indemnified Party pursuant to Article 910. As any pending indemnification claims are resolved, the Escrow Agent shall, after making any payment related to such claims, release and deliver to the Shareholder Stockholder Representative for distribution to the Stockholders (pro rata based on the total number of Shares outstanding as of the Closing Date) any amounts remaining from the amounts reserved for such claims. All amounts delivered to the Shareholder Representative by the Escrow Agent for distribution to the Stockholders shall be Post-Closing Merger Consideration or additional Appraisal Consideration, as the case may be, and allocated among the Stockholders by the Shareholder Representative pro rata in accordance with Section 3.02(a) or paid to the Surviving Corporation as Appraisal Consideration in accordance with Section 3.07(c); (d) pay to the holders of the Options such amounts as the Company has negotiated in consideration of the termination of any rights to tax gross-up payments with respect to the Options, as set forth on Exhibit 3.05.