Merger Payment Schedule Sample Clauses

Merger Payment Schedule. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to IAC a schedule (the “Merger Payment Schedule”) that is true, complete and correct showing the following, in each case as of immediately prior to the Effective Time, (i) the name and address of record of each Company Securityholder and the number and class, type, or series of shares of Company Securities held by such Person, (ii) the percentage allocation of the Stock Consideration to each of the holders of Company Securities at the Closing as well as the corresponding number of shares of IAC Class A Common Stock or IAC Series C Preferred Stock to be issued to such holders of Company Securities in accordance with Section 3.01 and the Company Charter, (iii) with respect to each holder of Company Securities, the Earnout Pro Rata Portion in respect of such holder’s Company Securities, and (iv) the number of Company Outstanding Shares. The Company shall provide explanatory or supporting information, including calculations, as IAC may reasonably request.”

Merger Payment Schedule. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to the Buyer and the Exchange Agent a schedule (the “Merger Payment Schedule”) showing the percentage allocation of the Merger Consideration (including, for the avoidance of doubt, the number of shares of Buyer Class B Stock to each Seller at the Closing).

Merger Payment Schedule. At least five (5) Business Days prior to the Closing Date, the Plus Holdings shall deliver to HCIC, PubCo and the Exchange Agent a schedule (the “Merger Payment Schedule”) showing the allocation of the Plus Holdings Shares to each of the holders of Plus Holdings Securities at the Closing, as well as the corresponding number and class of PubCo Shares to be issued to such holders of Plus Holdings Securities pursuant to Section 3.01.

Merger Payment Schedule. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to SMMC and the Exchange Agent a schedule (the “Merger Payment Schedule”) that is true, correct and consistent with the Forms of Election received by the Company pursuant to Section 3.02 showing (i) the percentage allocation of the Stock Consideration to each of the holders of Company Securities at the Closing as well as the corresponding number (and class) of shares of SMMC Elected Common Stock to be issued to such holders of Company Common Stock in accordance with Section 3.01 and the Company Charter, (ii) the Per Share Cash Consideration to be paid to each of the holders of Company Common Stock in accordance with Section 3.01 and the Company Charter and (iii) with respect to each holder of Company Securities, the Earnout Pro Rata Portion in respect of such holder’s Company Common Stock and the Earnout Pro Rata Portion in respect of such holder’s Company Options. The Merger Payment Schedule shall also include (A) the name of each Company Securityholder and any other holder of Equity Equivalents and (B) the number and type of Company Shares, Company Options and other Equity Equivalents held by each holder thereof. For the avoidance of doubt, SMMC and the Company agree that (1) if no Company Stockholder makes a Cash Election or receives cash pursuant to Section 3.03(i), the aggregate number of shares of SMMC Elected Common Stock to be issued in respect of Company Shares and issuable in respect of converted Company Options pursuant to the terms of this Agreement shall be 118,950,452 and the Merger Payment Schedule shall reflect the same, (2) if Company Stockholders make a number of Cash Elections that result in the Aggregate Cash Election Amount equaling or exceeding the Cash Consideration Cap (assuming a Cap Adjustment Amount and Applicable Redemption Amount equal to zero (0)), the number of shares of SMMC Elected Common Stock to be issued as Per Share Stock Consideration shall be 101,150,452 and (3) in no event shall the cash payable by SMMC or any other person in respect of Company Shares and the Company Warrant pursuant to the terms of this Agreement exceed the Cash Consideration Cap and the Merger Payment Schedule shall reflect the same.

Merger Payment Schedule. At least two (2) Business Days prior to the Closing Date, Apollo shall deliver to Jupiter and the Exchange Agent a schedule (the “Merger Payment Schedule”) of record holders of the Outstanding Apollo Securities and the number of shares of Jupiter Common Stock to be delivered to each such beneficial owner in accordance with Section 3.1(a). A▇▇▇▇▇ agrees that Jupiter and the Exchange Agent shall be entitled to rely conclusively on information set forth in the Merger Payment Schedule and any amounts delivered by Jupiter or the Exchange Agent to an applicable Participating Securityholder in accordance with the Merger Payment Schedule shall be deemed for all purposes to have been delivered to the applicable Participating Securityholder in full satisfaction of the obligations of Jupiter under this Agreement and Jupiter shall not be responsible or liable for the calculations or the determinations regarding such calculations set forth therein.

Merger Payment Schedule. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent and the Exchange Agent a schedule (the “Merger Payment Schedule”) showing (i) the percentage allocation of the Aggregate Merger Consideration to each Participating Securityholder at the Closing (such Participating Securityholder’s “Pro Rata Share”) and the corresponding number of shares of Parent Common Stock to be issued to such Participating Securityholders pursuant to Section 3.01 and (ii) the percentage allocation of the Aggregate Earnout Shares to each Participating Securityholder (assuming, for purposes of this clause (ii), all Company RSUs and Company Options are fully vested as of immediately prior to the Closing) (such Participating Securityholder’s “Earnout Pro Rata Share”) and the corresponding number of Earnout Shares to be issued to such Participating Securityholders pursuant to Section 3.05.

Merger Payment Schedule. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to GX and the Exchange Agent a schedule (the “Merger Payment Schedule”) showing the percentage allocation of the Exchange Fund to each of the holders of Company Securities at the Closing as well as the corresponding number of shares of GX Class A Common Stock to be issued to such holders of Company Securities pursuant to Section 3.01.

Merger Payment Schedule. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror and the Exchange Agent a schedule (the “Merger Payment Schedule”) that is true and correct showing the Per Share Cash Consideration to be paid, the Per Share Stock Consideration to be issued (which number, for purposes of the Merger Payment Schedule only, shall include fractions of a share, if any, that but for Section 3.08 would be payable) and the Acquiror Common Stock to be issued in respect of Vested Company Stock Options pursuant to Section 3.06(a), in each case, to each holder of Company Common Stock, each holder of Company Preferred Stock and each holder of Vested Company Stock Options, as applicable, in accordance with Section 3.01, Section 3.06(a) and the Company Certificate of Incorporation. The Merger Payment Schedule shall also include (A) the name of each Company Stockholder and (B) the number of shares and type of Company Stock held by each holder thereof. An illustrative Merger Payment Schedule is set forth on Section 3.04 of the Company Schedules.

Merger Payment Schedule. (a) By no later than one (1) Business Day immediately prior to Closing, the Company shall prepare and deliver to Buyer a schedule (the “Merger Payment Schedule”) setting forth the true and correct amount (in each case estimated based on the Closing Statements (as updated pursuant to Section 2.11(c), if applicable)) of the (i) portion of the Closing Cash Payment to which each Company Unitholder is entitled pursuant to Section 4.01(b) of the Company Existing LLC Agreement, (ii) portion of the Escrow Amount and the Holder Representative Holdback Amount, if any, to which each Company Unitholder is entitled, assuming the Escrow Amount and the Holder Representative Holdback Amount were paid to Company Unitholders at the Closing, (iii) the portion of the Buyer Equity Closing Consideration to which each Company Unitholder is entitled, and (iv) the portion of the Deferred Payment Amount to which each Company Unitholder is entitled pursuant to Section 4.01(b) of the Company Existing LLC Agreement. Following the Closing, to the extent any other payment is required to be made to any Company Unitholder pursuant to this Agreement, including upon the release of any remaining portion of the Escrow Amount, the Holder Representative Holdback Amount, the Buyer Equity True-Up or the Deferred Payment Amount, the Holder Representative or its Representative shall, at least two (2) Business Days prior to the date on which a payment is to be made to the Paying Agent (or in the case the Buyer Equity True-Up prior to the date on which Buyer shall deliver such Buyer Equity True-Up), deliver to Buyer and the Paying Agent, if applicable, a revised version of the Merger Payment Schedule that allocates such payment among the Company Unitholders. (b) With respect to each payment of cash that each Company Unitholder is entitled to receive under this Agreement, the parties agree that the Company shall round such payment to the nearest cent (with amounts equal to or greater than $.005 being rounded up and amounts less than $.005 being rounded down) and compute such amount after aggregating the payment due at such time to each such Company Unitholder. With respect to each payment of Buyer Class E-3 Units that each Company Unitholder is entitled to receive under this Agreement, no fractional Buyer Class E-3 Units shall be issued in connection with the Buyer Equity Closing Consideration or the Buyer Equity True-Up and any amount payable to a Company Unitholder in Buyer Class E-3 Units shall be ...