Common use of Closing Payment of Merger Consideration Clause in Contracts

Closing Payment of Merger Consideration. Subject to the conditions set forth in this Agreement, the Parties agree that the following transfers shall occur at the Closing: (a) Each of the Shareholders shall deliver to the Parent fully-completed and executed Letters of Transmittal, together with all attachments thereto, and Certificates or, in the event that any Certificate shall have been lost, stolen or destroyed, an affidavit of that fact and providing for indemnification by the registered Shareholder of such lost, stolen or destroyed Certificate. (b) Parent shall deliver to the Shareholders’ Representative or the Shareholders, if so directed by the Shareholders’ Representative, the Closing Date Merger Consideration Shares, which shares shall be issued pursuant to the Letter of Transmittal delivered to the Parent by such Shareholder. (c) None of Parent, Merger Sub, the Company, or the Surviving Corporation shall be liable to any person in respect of any shares of Parent Common Stock, cash, dividends or other distributions properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to four years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration (and any dividends or other distributions payable with respect thereto and cash in lieu of any fractional shares) would otherwise escheat to or become the property of any Governmental Authority), any such Merger Consideration (and any dividends or other distributions payable with respect thereto and cash in lieu of any fractional shares payable with respect thereto) shall, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, Parent shall deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, any dividends or other distributions payable pursuant thereto and cash in lieu of any fractional shares, in each case pursuant to this Article III. (e) Parent shall deposit the Escrow Shares with the Escrow Agent, and the Escrow Agent shall hold the Escrow Shares in a separate account (the “Escrow Fund”), which shall be governed by the terms of the Escrow Agreement, for purposes of the payment to the Parent or the Shareholders’ Representative, as the case may be, of indemnification claims of Parent Indemnitees required by Article IX.

Closing Payment of Merger Consideration. (a) Closing; Issuance of Closing Date Merger Consideration Shares. Subject to the conditions set forth in this Agreement, the Parties agree that the following transfers shall occur at the Closing: (ai) Each each of the Shareholders Stockholders shall deliver to the Parent Buyer fully-completed and executed Letters of Transmittal, together with all attachments thereto, and Certificates or, in the event that any Certificate shall have been lost, stolen or destroyed, an affidavit of that fact and providing for indemnification by the registered Shareholder Stockholder of such lost, stolen or destroyed Certificate.; (bii) Parent the Buyer shall deliver to the ShareholdersStockholders’ Representative or the ShareholdersStockholders, if so directed by the ShareholdersStockholders’ Representative, the Closing Date Merger Consideration Shares, which shares shall be issued pursuant to the Letter of Transmittal delivered to the Parent Buyer by such Shareholder.Stockholder; (ciii) None of Parent, Merger Sub, the Company, or Company shall deliver evidence that the Surviving Corporation shall be liable to any person in respect amount of any shares of Parent Common Stock, cash, dividends or other distributions properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have Existing Debt Payoff Amount has been surrendered prior to four years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration (and any dividends or other distributions payable with respect thereto and cash in lieu of any fractional shares) would otherwise escheat to or become the property of any Governmental Authority), any such Merger Consideration (and any dividends or other distributions payable with respect thereto and cash in lieu of any fractional shares payable with respect thereto) shall, to the extent permitted paid by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.it; and (div) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, Parent shall deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, any dividends or other distributions payable pursuant thereto and cash in lieu of any fractional shares, in each case pursuant to this Article III. (e) Parent Buyer shall deposit the Escrow Shares with the Escrow Agent, and the Escrow Agent shall hold the Escrow Shares in a separate account (the “Escrow Fund”), which shall be governed by the terms of the Escrow Agreement, for purposes of the payment to the Parent Buyer or the ShareholdersStockholders’ Representative, as the case may be, of indemnification claims of Parent Buyer Indemnitees required by Article IX; and (v) the Company shall cause its legal counsel to deliver to the Buyer an opinion letter relating to the Transaction, in form and substance reasonably acceptable to the Buyer; (vi) the Buyer, Merger Sub, the Stockholders and the Company, as applicable, shall deliver such certificates and other agreements, documents and instruments as reasonably requested by the other Party.