Payment of the Consideration. (a) Prior to the filing of the Articles of Arrangement, the Acquiror shall deposit, for the benefit of the holders of Common Shares (other than Dissenting Shareholders) and Warrants (other than Dissenting Warrantholders), as applicable, sufficient cash to pay (i) the aggregate Consideration payable to holders of Common Shares (other than Dissenting Shareholders) pursuant to Section 2.3(e), and (ii) the aggregate Consideration payable to holders of Warrants (other than Dissenting Warrantholders) pursuant to Section 2.3(c). (b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares transferred pursuant to Section 2.3(e), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(e), less any amounts withheld pursuant to Section 4.3, and any share certificate so surrendered shall forthwith be cancelled. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Warrants transferred pursuant to Section 2.3(c), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(c), less any amounts withheld pursuant to Section 4.3, and any warrant certificate so surrendered shall forthwith be cancelled. (c) On the day following the Effective Date, the Corporation shall pay the amounts to be paid to holders of Options either (i) pursuant to the normal payroll practices and procedures of the Corporation, or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Corporation is not practicable for any such holder, by cheque (delivered to such holder of Options as reflected on the register maintained by or on behalf of the Corporation in respect of the Options), less any amounts withheld pursuant to Section 4.3. The Acquiror shall advance by way of a demand, non-interest bearing loan to the Corporation on the Effective Date by wire transfer in immediately available funds an amount, not exceeding the aggregate of the amounts to be so paid to the holders of Options and the amounts to be so withheld, as requested by the Corporation to the Acquiror by notice in writing given not less than three (3) Business Days prior to the Effective Date. (d) Pursuant to Section 2.3(e), each certificate that immediately prior to the Effective Time represented Common Shares shall be deemed as of and from the time specified in Section 2.3(e) to represent only the right to receive upon surrender of such certificate the Consideration, without interest, in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Pursuant to Section 2.3(c), each certificate that immediately prior to the Effective Time represented Warrants shall be deemed as of and from the time specified in Section 2.3(c) to represent only the right to receive upon surrender of such certificate the Consideration under Section 2.3(c), without interest, in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Common Shares or Warrants, as applicable, not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Common Shares or Warrants, as applicable, of any kind or nature against the Corporation, the Acquiror or the Parent. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Acquiror and all Consideration to which such former holder was entitled shall be returned to the Acquiror. (e) Any payment made by way of cheque by the Depositary or the Corporation pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or the Corporation, as the case may be, or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the Consideration for Common Shares, Options or Warrants pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited for no consideration, and all cash to which such holder was entitled shall be returned to the Acquiror or the Corporation, as applicable. (f) No holder of Common Shares, Options or Warrants shall be entitled to receive any consideration with respect to Common Shares, Options or Warrants other than as described in and in accordance with Section 2.3 and this Section 4.1, and, for greater certainty, no such holder will be entitled to receive any interest (by reason of any delay in paying for such securities or otherwise), dividends, premium or other payment in connection therewith.
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Payment of the Consideration. (a) Prior Not less than two Business Days prior to the filing anticipated Closing Date, Seller Representative shall deliver to Purchaser a spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to Purchaser, which shall include, as of the Articles of ArrangementClosing, the Acquiror shall deposit, for the benefit of the holders of Common Shares (other than Dissenting Shareholders) and Warrants (other than Dissenting Warrantholders), as applicable, sufficient cash with respect to pay each Seller: (i) such Seller’s address and bank accounts (with wire information), (ii) such Seller’s Tax ID, (iii) the number of Company Shares held by such Seller, (iv) the respective certificate number(s) representing such shares (as applicable), (v) the percentage of the shares in the capital of the Company held by such Seller, (vi) whether such Seller is an “accredited investor” as defined as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act, (vii) the aggregate Consideration payable amount of the Estimated Cash Payment to holders be paid to such Person, (viii) the amount of Common Shares the Closing Share Issuance to be issued to such Person at the Closing, (other than Dissenting Shareholdersix) pursuant whether any amounts are required to Section 2.3(e)be withheld and if so, the amount of such withholdings, and (iix) the aggregate name in which any shares of Stock Consideration payable issuable to holders of Warrants (other than Dissenting Warrantholders) pursuant such Seller is to Section 2.3(c)be issued.
(b) Upon surrender to At the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares transferred pursuant to Section 2.3(e)Closing, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof Purchaser shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(e), less any amounts withheld pursuant to Section 4.3, and any share certificate so surrendered shall forthwith be cancelled. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Warrants transferred pursuant to Section 2.3(c), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(c), less any amounts withheld pursuant to Section 4.3, and any warrant certificate so surrendered shall forthwith be cancelled.pay:
(c) On the day following the Effective Date, the Corporation shall pay the amounts to be paid to holders of Options either (i) pursuant to the normal payroll practices and procedures of the Corporation, or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Corporation is not practicable for any such holder, an account designated by cheque (delivered to such holder of Options as reflected on the register maintained by or on behalf of the Corporation in respect of the Options), less any amounts withheld pursuant to Section 4.3. The Acquiror shall advance by way of a demand, non-interest bearing loan to the Corporation on the Effective Date by wire transfer in immediately available funds an amount, not exceeding the aggregate of the amounts to be so paid to the holders of Options and the amounts to be so withheld, as requested by the Corporation to the Acquiror by notice in writing given not less than three (3) Seller Representative at least two Business Days prior to the Effective Closing Date, for further payment to Sellers based on their Common Share Percentages, the Estimated Cash Payment, less the Holdback Amount;
(ii) to the recipients thereof, as designated in the Estimated Closing Statement, the Closing Indebtedness Amount with respect to which Seller Representative has delivered to Purchaser a Payoff Letter; and
(iii) to the recipients thereof, designated in the Estimated Closing Statement, the Company Transaction Expenses;
(c) Contemporaneously with the Closing, each Seller’s portion of the Closing Share Issuance (based on such Seller’s Common Share Percentage) shall be issued by Purchaser Parent to such Seller in accordance with the Spreadsheet.
(d) Pursuant to Section 2.3(e), each certificate that immediately prior All payments of Cash Consideration (including any adjustment to the Effective Time represented Common Shares shall be deemed as of and from the time specified in Section 2.3(e) to represent only the right to receive upon surrender of such certificate the Consideration, without interest, in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld Cash Payment pursuant to Section 4.3. Pursuant to Section 2.3(c), each certificate that immediately prior to the Effective Time represented Warrants 1.05) shall be deemed as made by wire transfer of and from the time specified in Section 2.3(c) to represent only the right to receive upon surrender of such certificate the Consideration under Section 2.3(c), without interest, in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Common Shares or Warrants, as applicable, not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Common Shares or Warrants, as applicable, of any kind or nature against the Corporation, the Acquiror or the Parent. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Acquiror and all Consideration to which such former holder was entitled shall be returned to the Acquirorimmediately available funds.
(e) Any payment made by way Notwithstanding any other provision of cheque by this Agreement, the Depositary or the Corporation pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or the Corporation, as the case may be, or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature Company and the right of the holder to receive the Consideration for Common Shares, Options or Warrants pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited for no consideration, and all cash to which such holder was entitled shall be returned to the Acquiror or the Corporation, as applicable.
(f) No holder of Common Shares, Options or Warrants Purchaser shall be entitled to receive deduct and withhold from any consideration with respect payable or otherwise deliverable pursuant to Common Sharesthis Agreement such amounts as may be required to be deducted or withheld therefrom under any provision of United States federal, Options state, local or Warrants other than non-United States Tax Law. Prior to making any deduction or withholding from any amount payable pursuant to this Agreement that is not treated as described in compensation for applicable U.S. federal income tax purposes, the applicable payor shall use commercially reasonable efforts to provide prior written notice as soon as reasonably practical to the applicable recipient of the obligation to deduct and in accordance with Section 2.3 withholding. Purchaser shall use commercially reasonable efforts to cooperate, as reasonably requested by another Party, to establish any applicable exemption or reduction to such deduction or withholding, including by providing any applicable withholding forms or certificates. To the extent that any amounts are deducted or withheld pursuant to this Agreement and this Section 4.1paid over to the appropriate Governmental Authority by the payor, and, for greater certainty, no such holder amounts will be entitled treated as having been paid to receive any interest (by reason the Person in respect of any delay in paying for which such securities deduction or otherwise), dividends, premium or other payment in connection therewithwithholding was made.
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Sources: Share Purchase Agreement (Applied Dna Sciences Inc)
Payment of the Consideration. (a) Prior to the filing of the Articles of Arrangement, Arrangement the Acquiror Purchaser shall deposit, deposit or cause to be deposited (in a manner acceptable to the Depositary):
(i) for the benefit of the holders of Common Shares (other than Dissenting Shareholders) Shares, Options, Private Placement Warrants and Warrants (other than Dissenting Warrantholders)Debentures, as applicablecash with the Depositary in an aggregate amount equal to the payments in respect thereof required by the Plan of Arrangement, sufficient cash with the amount per Common Share in respect of which Dissent Rights have been exercised being deemed to pay (i) be the aggregate Common Share Cash Consideration payable or per applicable share for this purpose, net of applicable withholdings for the benefit of such holders, it being understood that under no circumstances will interest be paid by the Purchaser or the Depositary to holders depositing Common Shares, holders of Options, Warrant Holders or Debenture Holders, by reason of any delay in paying for any Common Shares (other than Dissenting Shareholders) pursuant to Section 2.3(e)Shares, and Options, Private Placement Warrants, Debentures or otherwise; and
(ii) cash with the Depositary in an aggregate Consideration payable amount equal to holders of Warrants (other than Dissenting Warrantholders) pursuant to Section 2.3(c)the Pre- Authorized Expenses.
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding (i) the Debentures repaid and cancelled pursuant to Section 3.1(c); and (ii) the Common Shares transferred pursuant to Section 2.3(e3.1(e), as applicable, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration cash payment which such holder has the right to receive under Section 2.3(e3.1(c) or 3.1(e), as applicable, for the Common Shares or Debentures, less any amounts withheld pursuant to Section 4.35.3, and any share certificate so surrendered shall forthwith be cancelled. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Warrants transferred pursuant to Section 2.3(c), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(c), less any amounts withheld pursuant to Section 4.3, and any warrant certificate so surrendered shall forthwith be cancelled.
(c) On the day following the Effective Date, the Corporation shall pay the amounts to be paid to holders of Options either (i) pursuant to the normal payroll practices and procedures of the Corporation, or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Corporation is not practicable for any such holder, Until surrendered as contemplated by cheque (delivered to such holder of Options as reflected on the register maintained by or on behalf of the Corporation in respect of the Options), less any amounts withheld pursuant to this Section 4.3. The Acquiror shall advance by way of a demand, non-interest bearing loan to the Corporation on the Effective Date by wire transfer in immediately available funds an amount, not exceeding the aggregate of the amounts to be so paid to the holders of Options and the amounts to be so withheld, as requested by the Corporation to the Acquiror by notice in writing given not less than three (3) Business Days prior to the Effective Date.
(d) Pursuant to Section 2.3(e)5.1, each certificate that immediately prior to the Effective Time represented Debentures or Common Shares shall be deemed as of and from after the time specified in Section 2.3(e) Effective Time to represent only the right to receive upon such surrender of such certificate the Considerationa cash payment, without interest, in lieu of such certificate as contemplated in this Section 4.15.1, less any amounts withheld pursuant to Section 4.3. Pursuant to Section 2.3(c), each certificate that immediately prior to the Effective Time represented Warrants shall be deemed as of and from the time specified in Section 2.3(c) to represent only the right to receive upon surrender of such certificate the Consideration under Section 2.3(c), without interest, in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.35.3. Any such certificate formerly representing Common Shares or Warrants, as applicable, Debentures not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Common Shares or Warrants, as applicable, Debentures of any kind or nature against the Corporation, the Acquiror Corporation or the ParentPurchaser. On such date, all Consideration cash to which such former holder was entitled shall be deemed to have been surrendered to the Acquiror Purchaser and all Consideration cash to which such former holder was entitled shall be returned to the AcquirorPurchaser.
(d) As soon as practicable following the Effective Date, the Depositary shall deliver to each holder of Options as reflected on the register maintained by or on behalf of the Corporation in respect of Options, a cheque representing the cash payment, without interest, if any, which such holder of Options is entitled to receive pursuant to Section 3.1(d), less any amounts required to be withheld pursuant to Section 5.3.
(e) As soon as practicable following the Effective Date, the Depositary shall deliver to each holder of Private Placement Warrants as reflected on the register maintained by or on behalf of the Corporation in respect of Private Placement Warrants, a cheque representing the cash payment, without interest, if any, which such holder of Private Placement Warrants is entitled to receive pursuant to Section 3.1(e), less any amounts required to be withheld pursuant to Section 5.3.
(f) Any payment made by way of cheque by the Depositary or the Corporation pursuant to this the Plan of Arrangement that has not been deposited or has been returned to the Depositary or the Corporation, as the case may be, or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the Consideration consideration for Common Shares, Debentures, Private Placement Warrants or Options or Warrants pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited for no consideration, and all cash to which such holder was entitled shall be returned to the Acquiror Purchaser or the Corporation, as applicable.
(fg) No holder of Common Shares, Options or Warrants Securityholder shall be entitled to receive any consideration with respect to Common Shares, Debentures, Private Placement Warrants or Options or Warrants other than as described in and any cash payment to which such holder is entitled to receive in accordance with Section 2.3 3.1 and this Section 4.1, 5.1 and, for greater certainty, no such holder will be entitled to receive any interest (by reason of any delay in paying for such securities or otherwise)interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.
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Payment of the Consideration. Acquirer shall obtain the Loan, and the remainder of the Consideration shall be paid to the Contributors in the following manner:
(a) Prior Acquirer shall pay to Contributors the sum of Seven Million Seven Hundred Fifty Thousand Dollars ($7,750,000.00) in the form of LP Units, the number of such LP Units determined at the rate of an LP Unit price per unit of Nine and Approximately 94/100 Dollars ($9.94118). Contributors shall be restricted from converting or selling such LP Units for a period of one (1) year from the Closing Date.
(b) Acquirer shall pay to Contributors the remainder of the Consideration in the form of immediately available good funds of lawful money of the United States.
(c) Any adjustments and prorations to be made pursuant to the filing terms of this Agreement shall be paid by wire transfer of immediately available funds to an account specified by the party due to receive same.
(d) Notwithstanding the foregoing, no LP Units shall be issued by the Acquirer, and following such issuance no LP Units shall be transferred by any Contributor to, any person or entity that is not an accredited investor within the meaning of Regulation D promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and to the extent any such non-accredited person or entity is entitled to receive any portion of the Articles Consideration, such portion shall be paid in cash rather than LP Units and the number of ArrangementLP Units issuable in payment of the Consideration shall be reduced accordingly. Each Contributor agrees to take such actions as Acquirer may reasonably request in order to assure that the issuance of any LP Units pursuant to this Agreement complies with the requirements of the Securities Act and Regulation D promulgated thereunder. Except as otherwise expressly set forth in this Agreement, the Acquiror Contributors acknowledge and agree that once the Closing occurs, the Contributors shall depositno longer hold any right, for title or interest in the benefit Property (except through its ownership of the holders of Common Shares Acquirer). Contributors hereby direct Acquirer to pay, issue and distribute (other than Dissenting Shareholders) and Warrants (other than Dissenting Warrantholders), as applicable, sufficient cash ) the Consideration on the Closing Date to pay the Contributors in such amounts set forth in this Agreement. The Contributors that acquire LP Units acknowledge that any certificates evidencing the LP Units will bear appropriate legends indicating (i) that the aggregate Consideration payable to holders of Common Shares (other than Dissenting Shareholders) pursuant to Section 2.3(e)LP Units have not been registered under the Securities Act, and (ii) that Acquirer’s Limited Partnership Agreement (the aggregate Consideration payable to holders “Acquirer’s Limited Partnership Agreement”) restricts the transfer of Warrants the LP Units. Each Contributor shall upon receipt of the LP Units at Closing become a limited partner of Acquirer by executing the form of joinder (other than Dissenting Warrantholdersthe “Joinder”) pursuant to Section 2.3(c).
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to Acquirer’s Limited Partnership Agreement attached hereto as Exhibit J and deliver the Effective Time represented outstanding Common Shares transferred pursuant to Section 2.3(e), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(e), less any amounts withheld pursuant to Section 4.3, and any share certificate so surrendered shall forthwith be cancelled. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Warrants transferred pursuant to Section 2.3(c), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(c), less any amounts withheld pursuant to Section 4.3, and any warrant certificate so surrendered shall forthwith be cancelled.
(c) On the day following the Effective Date, the Corporation shall pay the amounts to be paid to holders of Options either (i) Joinder at closing pursuant to the normal payroll practices and procedures terms of Section 6.2 hereof; provided, however, that if any Contributor is presently a limited partner of the CorporationAcquirer, or (ii) in such Contributor shall not be required to execute and deliver the event that payment pursuant to Joinder. By executing and delivering the normal payroll practices and procedures of the Corporation is not practicable for any such holder, by cheque (delivered to such holder of Options as reflected on the register maintained by or on behalf of the Corporation in respect of the Options), less any amounts withheld pursuant to Section 4.3. The Acquiror shall advance by way of a demand, non-interest bearing loan to the Corporation on the Effective Date by wire transfer in immediately available funds an amount, not exceeding the aggregate of the amounts to be so paid to the holders of Options and the amounts to be so withheld, as requested by the Corporation to the Acquiror by notice in writing given not less than three (3) Business Days prior to the Effective Date.
(d) Pursuant to Section 2.3(e), each certificate that immediately prior to the Effective Time represented Common Shares shall be deemed as of and from the time specified in Section 2.3(e) to represent only the right to receive upon surrender of such certificate the Consideration, without interest, in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Pursuant to Section 2.3(c), each certificate that immediately prior to the Effective Time represented Warrants shall be deemed as of and from the time specified in Section 2.3(c) to represent only the right to receive upon surrender of such certificate the Consideration under Section 2.3(c), without interest, in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Common Shares or Warrants, as applicable, not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Common Shares or Warrants, as applicable, of any kind or nature against the Corporation, the Acquiror or the Parent. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Acquiror and all Consideration to which such former holder was entitled shall be returned to the Acquiror.
(e) Any payment made by way of cheque by the Depositary or the Corporation pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or the Corporation, as the case may be, or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the Consideration for Common Shares, Options or Warrants pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited for no consideration, and all cash to which such holder was entitled shall be returned to the Acquiror or the Corporation, as applicable.
(f) No holder of Common Shares, Options or Warrants shall be entitled to receive any consideration with respect to Common Shares, Options or Warrants other than as described in and Joinder in accordance with Section 2.3 and this Section 4.1the terms hereof, and, for greater certainty, no such holder each Contributor acknowledges that it will be entitled to receive any interest (bound by reason the terms and provisions of any delay in paying for such securities or otherwise), dividends, premium or other payment in connection therewiththe Acquirer’s Limited Partnership Agreement.
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