Closing Payments Sample Clauses

Closing Payments. (a) At the Closing, Parent shall deliver or cause to be delivered, or pay or cause to be paid, as applicable: (i) to each Company Common Stockholder holding a Certificate that immediately prior to the Effective Time represented Outstanding Shares, promptly upon receipt by Parent of a completed and duly executed Letter of Transmittal and applicable Certificate, a Parent Stock Certificate, in the name and denomination as set forth in the Merger Consideration Certificate, representing the Merger Consideration; and (ii) to each Company Restricted Stockholder, a Restricted Stock Transition Document. (b) Each of the Surviving Entity and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Company Stockholder pursuant to this Article 2 any amounts as the Surviving Entity or Parent, as the case may be, is required to deduct and withhold with respect to payment under any provision of federal, state or local income Tax law. If the Surviving Entity or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholders in respect of which the Surviving Entity or the Parent, as the case may be, made such deduction or withholding. No interest shall accrue or be paid on the consideration payable to Company Stockholders pursuant to this Article 2 upon the delivery of Certificates. (c) Parent will, within five (5) Business Days after the 270th day following the Closing Date, return to the Surviving Entity any portion of the consideration remaining to be paid to Company Stockholders pursuant to this Article 2 who have not yet surrendered their Certificates or perfected their rights of appraisal, as the case may be, and any other funds which are to be distributed to Company Stockholders. Any Company Stockholders shall thereafter be entitled to look only to Parent and the Surviving Entity for payment of their claims for the consideration set forth in Sections 2.6, 2.7 and in this Section 2.11, without interest thereon. (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 and, if required by Parent, an indemnity against any claim that may be made against it with respect to such Certificate, the Parent will issue in exchange for such lost, stolen or destroyed Certificate the consideration otherwise payable pursuant...

Closing Payments. At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

Closing Payments. At the Closing, Parent shall: (i) deliver to each holder of the Company’s Indebtedness set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (ii) deliver to each Person to whom Transaction Expenses of the Company are owed, as set forth in the Payment Schedule, by wire transfer in accordance with the wire instructions set forth in the applicable payoff letter delivered pursuant to Section 7.3(i)(vi), cash in an amount equal to the applicable payoff amount; (iii) deposit the Escrow Amount in the Escrow Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (iv) deposit the Representative Reimbursement Amount in the Representative Reimbursement Fund by wire transfer in accordance with the wire instructions set forth in the Escrow Agreement; (v) deliver to the Exchange Agent by wire transfer in accordance with the wire instructions set forth in the Exchange Agent Agreement, the Closing Merger Consideration (less the portion thereof that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll); and (vi) deliver to the Company’s payroll account by wire transfer in accordance with the wire instructions set forth in the Payment Schedule, the portion of the Closing Merger Consideration that represents the aggregate Closing Options Payout Amount payable to the holder of Company Options, which will be paid through the Company’s payroll. No interest shall be paid or shall accrue on any cash payable to Company Securityholders pursuant to the provisions of this Article II. Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”

Closing Payments. The Buyer shall have made the payments contemplated by Section 1.2.

Closing Payments. (a) At the Closing, Buyer will deliver, or cause to be delivered, an amount in cash equal to: (i) the Estimated Purchase Price minus (ii) the Adjustment Escrow Deposit Amount, minus (iii) the Maximum Retention Bonus Amount, minus (iv) the Representative Expense Fund (the “Closing Payment”) to NewCo Seller by wire transfer of immediately available funds in accordance with the Seller Payment Instructions. (b) At the Closing, Buyer will deliver, or cause to be delivered, by wire transfer of immediately available funds (i) the Adjustment Escrow Deposit Amount, to an escrow account designated by the Escrow Agent no later than two Business Days prior to the Closing Date (the “Adjustment Escrow Account”) and established pursuant to the terms of an escrow agreement to be dated as of the Closing Date and in the form attached as Exhibit C (the “Escrow Agreement”), among Buyer, Seller Representative and the Escrow Agent and (ii) the Maximum Retention Bonus Amount, to an escrow account designated by the Escrow Agent no later than two Business Days prior to the Closing Date (the “Retention Bonus Escrow Account”) and established pursuant to the terms of the Escrow Agreement. The Adjustment Escrow Account will be maintained separately from other funds held by the Escrow Agent and will be Buyer’s sole and exclusive source of recovery for any amounts owing to Buyer under Section 1.04. (c) At the Closing, Buyer will pay, or cause to be paid, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses (excluding the Retention Bonuses) in cash by wire transfer of immediately available funds to the accounts designated by the Company at least two Business Days prior to the Closing Date. (d) At the Closing, Buyer will pay, or cause to be paid, to the Seller Representative, on behalf of Sellers, the Representative Expense Fund in cash by wire transfer of immediately available funds to the accounts designated by the Company at least two Business Days prior to the Closing Date. (e) At the Closing, Buyer will pay, or cause to be paid, the Estimated Closing Indebtedness set forth on Schedule 1.03(e) in cash by wire transfer of immediately available funds to the accounts designated in any payoff or other customary documentation evidencing the repayment or redemption of the Estimated Closing Indebtedness delivered in accordance with Section 6.08.

Closing Payments. Buyer shall have made (or caused to have been made) the payments required pursuant to Section 2.3.

Closing Payments. Parent will make (or cause to be made) the payments required to be made pursuant to Article 3.

Closing Payments. The Company shall have made the Company Closing Payment as required by Section 5.12.

Closing Payments. At the Closing, (a) (i) Parent shall pay or cause to be paid, on behalf of the issuers under the Indenture (the “Issuers”), to the trustee under the Indenture (the “Trustee”) and/or a depositary under the Company Notes Tender Offer, as applicable, funds in an amount equal to (x) the aggregate amount payable in connection with the Company Notes Tender Offer amount (if the Company elects to make the Company Notes Tender Offer pursuant to Section 6.13(d)), and (y) an amount necessary for the Issuers to redeem all of the Company Notes on the redemption date (after giving effect to any purchases of Company Notes on the Closing Date pursuant to the Company Notes Tender Offer, if applicable), and (ii) with respect to any Company Notes that will remain outstanding after the Closing Date, the Company shall deliver to the Trustee (A) an officer’s certificate stating that, at or after the Closing, the Company shall, or shall have caused the Trustee to, mail or cause to be mailed an irrevocable redemption notice in accordance with the Indenture to each holder of the outstanding Company Notes, stating that the Issuers intend to irrevocably call all of the outstanding Company Notes for redemption, on a redemption date no later than thirty (30) days after the Closing (or if such day is not a Business Day, the following Business Day) or as soon as reasonably practicable under the Indenture, and (B) an officer’s certificate of the Issuers and opinion of counsel, in each case in accordance with Section 8.01 of the Indenture, to effect the satisfaction and discharge of the Company Notes in accordance with the Indenture and (b) Parent shall pay to the agent for the benefit of the lenders under the Credit Agreement an amount necessary to pay off all outstanding loans and other obligations under the Credit Agreement, and terminate all commitments thereunder.