Payment of the Merger Consideration Clause Samples
Payment of the Merger Consideration. At the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the Company Stockholders:
(a) evidence of book-entry shares representing a number of whole shares of Parent Class A Common Stock equal to the aggregate Parent Class A Common Stock deliverable to the Company Stockholders pursuant to this Article II;
(b) evidence of book-entry shares representing a number of Parent Class A Warrants equal to the aggregate Parent Warrants deliverable to the Company Stockholders pursuant to this Article II;
(c) evidence of book-entry shares representing a number of Parent Class A Common Stock equal to the aggregate Earn Out Shares deliverable to the Company Stockholders pursuant to this Article II;
(d) evidence of book-entry shares representing a number of whole shares of Parent Class V Common Stock equal to the Aggregate Class V Share Amount deliverable to the CEO Group pursuant to this Article II; and
(e) the aggregate amount of cash payable to the Company Stockholders in lieu of fractional shares pursuant to Section 2.5(g). Any such amounts or shares of Parent Class A Common Stock, Parent Class A Warrants and Parent Class V Common Stock in book-entry form deposited with the Exchange Agent shall hereinafter be referred to as the ”Exchange Agent Fund”. The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.5, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund to each Company Stockholder that holds Company Capital Stock immediately prior to the Effective Time (including any shares of Company Restricted Stock, but excluding any Company Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.3(c)) who has delivered to the Exchange Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along with all Company Certificates, if certificated (subject to Section 2.6), (A) evidence of book-entry shares representing the number of whole shares of the aggregate Parent Class A Common Stock or Parent Class V Common Stock in respect of such Company Capital Stock held by such Company Stockholder, (B) evidence of book-entry shares representing the number of Parent Class A Warrants of the aggregate Parent Warrants in respect of such Company Capital Stock held by such Company Stockholder, (C) evidence of book-entry ...
Payment of the Merger Consideration. The aggregate consideration payable to all Shareholders with respect to their Company Shares shall be calculated at five (5) times audited 2005 EBIT of the Company, plus certain agreed-upon adjustments identified in Schedule C attached hereto, less the Transaction Expenses (the "MERGER CONSIDERATION").
(a) The Merger Consideration shall be payable to each Shareholder as follows:
(i) Thirty (30%) percent of the Merger Consideration in cash (the "CASH CONSIDERATION") multipled by such Shareholder's Payout Ratio, with an additional adjustment reducing the cash payable to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ by $100,000 and increasing the cash payble to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ by $50,000 each;
(ii) a non-negotiable two (2) year subordinated note issued by Merger Sub bearing annual interest at US prime, payable quarterly, and guaranteed by the Purchaser after the Effective Time, each in substantially in the form attached hereto as EXHIBIT A (each a "NOTE," and, collectively, the "NOTES"), the principal amount of which Note shall be equal to 20% of the Merger Consideration multiplied by such Shareholder's Payout Ratio;
(iii) a number of Purchaser's common shares (each a "PURCHASER COMMON SHARE," and collectively, the "PURCHASER COMMON SHARES") equal to such Shareholder's Purchaser Share Consideration Amount; (1) multiplied by 50%, divided by (2) the Market Price. A portion of the Purchaser Common Shares shall be made part of the Escrow Shares as defined in Section 3.3 below.
(iv) 700 shares of Series C Preferred Stock (each a "PURCHASER PREFERRED SHARE," and collectively, the "PURCHASER PREFERRED SHARES" and with the Purchaser Common Shares, the "PURCHASER SHARES") each Purchaser Preferred Share having a liquidation value equal to $1,000 convertible into Common Shares as set forth in the Certificate of Designation. A portion of the Purchaser Preferred Shares shall be made part of the Escrow Shares as defined in Section 3.3 below. Such Preferred Purchaser Shares shall have the rights, privileges and designations more fully set forth in that Certificate of Designation attached hereto as EXHIBIT B, but such Preferred Shares shall entitle the holder at his/her option to convert the Preferred Shares into Common Stock after one year based on the Market Price at the time of conversion .
(b) Prior to Closing, the Company shall provide to Purchaser a schedule containing the calculation of the payments by type and amount to the Shareholders, which schedule shall be subject...
Payment of the Merger Consideration. The Parent shall not take any action that would, or fail to take any action which failure would, or could reasonably be expected to, impair the Parent's ability to have available sufficient funds to pay the Merger Consideration and the Option Consideration pursuant to this Agreement and otherwise to satisfy its obligations hereunder.
Payment of the Merger Consideration. The rights of the holders of the Series A Convertible Preferred Shares to receive the merger consideration described in this Section 7 are senior in right of payment to the rights of the holders of Common Shares or of any other class or series of preferred stock, and as such, neither the Company nor any transactional counterparty of the Company may pay any consideration in respect of Common Shares or any other class or series of preferred stock unless and until the holders of the Series A Convertible Preferred Shares have received their merger consideration in full.
Payment of the Merger Consideration. Upon surrender of a certificate representing Lebenthal Common Stock (a "Lebenthal Certificate") for cancellation to MONY, together with such other documents as MONY shall reasonably request, the holder of such Lebenthal Certificate shall be entitled to promptly receive in exchange therefor (a) a check or a wire transfer to an account designated by such holder in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article 2, and (b) a certificate representing that number of shares of MONY Common Stock, if any, which such holder has the right to receive pursuant to this Article 2 and the Lebenthal Certificate so surrendered shall forthwith be canceled. If any certificate representing Lebenthal Common Stock 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, MONY will pay, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the shares represented by such certificate.
Payment of the Merger Consideration. The aggregate Merger Consideration shall be payable as follows:
(a) At the Closing, the Buyer shall deliver the aggregate Stock Consideration to the BGS Stockholders (which Stock Consideration shall be delivered to each BGS Stockholder in the proportion that the number of BGS Shares owned by such BGS Stockholder immediately prior to the Effective Time bears to the total number of issued and outstanding BGS Shares immediately prior to the Effective Time).
(b) The Cash Consideration shall be payable by wire transfer of immediately available funds to the account(s) of the BGS Stockholders specified in writing by such BGS Stockholders at least two (2) Business Days prior to the Closing (which Cash Consideration shall be delivered to each BGS Stockholder in the proportion that the number of BGS Shares owned by such BGS Stockholder immediately prior to the Effective Time bears to the total number of issued and outstanding BGS Shares immediately prior to the Effective Time); provided, however, that if the Cash Consideration exceeds $130,000,000, at the Buyer’s option, up to $20,000,000 of the Cash Consideration in excess of $130,000,000 may be paid by the execution and delivery by the Buyer of a promissory note to each BGS Stockholder in the form attached hereto as Exhibit A (the “Seller Note”) (each of which Seller Notes shall be in a principal amount in the proportion that the number of BGS Shares owned by such BGS Stockholder immediately prior to the Effective Time bears to the total number of issued and outstanding BGS Shares immediately prior to the Effective Time); provided, further, that if the aggregate value of the Stock Consideration calculated at the Average Closing Price is equal to or greater than $50,000,000, the Cash Consideration shall be payable solely in cash.
Payment of the Merger Consideration. (a) Payments by Parent and Operator.
Payment of the Merger Consideration. At the Closing, Buyer shall (1) remit to an account specified by the Company the aggregate amount of the Option Payments, if any, which the Company shall disburse through its payroll system to each In-the-Money Option Holder entitled to receive an Option Payment (including, for the avoidance of doubt, all such Options that vest in connection with the consummation of the transactions contemplated by this Agreement), subject to applicable withholding Tax and such Option Holder executing and returning an Option Holder Acknowledgment in the form attached hereto as Exhibit E (each, an “Option Holder Acknowledgment”), and (2) remit to the Stockholders’ Representative, by wire transfer of immediately available funds, an aggregate amount in cash (the “Closing Date Payment Amount”) equal to (x) the Estimated Merger Consideration Amount; minus (y) the aggregate amount of the Option Payments, if any, minus (z) the Adjustment Escrow Amount and the Indemnity Escrow Amount. To the extent that a Stockholder (other than a holder of Dissenting Shares) delivers a duly executed Letter of Transmittal in accordance with Section 2.6(c), the Stockholders’ Representative or its designee shall distribute the Closing Date Payment Amount by paying each such Stockholder the Per Share Amount with respect to its shares of the Company Stock.
Payment of the Merger Consideration. (a) As soon as practicable following the Effective Time of the Merger, you shall, with respect to each Electing Share converted through election or proration into the right to receive Non-Cash Election Shares pursuant to Section 2.01(c) of the Merger Agreement, (i) arrange for the issuance by the Company Transfer Agent and the delivery of stock certificates in the name of the person or persons entitled thereto representing the number of WHOLE shares of Company Common Stock issuable in respect of such shares pursuant to the Merger Agreement (it being understood that no certificates or scrip representing fractional shares of Company Common Stock shall be issued upon the surrender for exchange of Certificates representing shares of Company Common Stock), (ii) arrange for the sale of the shares of Company Common Stock representing such fractional interests and (iii) subject to the effect of any applicable laws, distribute the net proceeds from such sale (following the deduction of applicable transaction costs) to the holders of shares of Company Common Stock entitled thereto pursuant to the Merger Agreement.
(b) As soon as practicable following the Effective Time of the Merger, you shall, with respect to shares of Company Common Stock (other than Electing Shares converted into the right to receive Non-Cash Election Shares pursuant to Section 2.01(c) of the Merger Agreement), upon receipt of the Certificate(s) covering such shares, together with a duly executed and completed Transmittal Letter and any other required documents with respect to such shares, make the cash payment in respect of each such Electing Share required pursuant to the Merger Agreement on a basis consistent with the requirements of the Merger Agreement and the Form of Election related to such Electing Share. Each such cash payment shall be made with funds withdrawn from the Escrow Fund.
(c) You will execute and deliver to the Company Transfer Agent, at least twice weekly, a written notice and appropriate computer materials indicating the certificates for Company Common Stock necessary for payment of the Merger Consideration and setting forth the number of shares to be represented by each such certificate and the name in which each certificate should be issued.
(d) No interest shall be paid to holders of shares of Company Common Stock on or with respect to any amount payable upon surrender of Certificates in respect thereof. Insofar as required by any governmental agency or authority, you sha...
Payment of the Merger Consideration. (a) At Closing, Parent shall:
(i) issue and deliver to certain Members, in the applicable Seller’s name, in book entry form, the Closing Stock Consideration, as determined in accordance with the Payment Schedule, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter); and
(ii) pay or cause to be paid the Closing Cash Consideration to the Members by wire transfer of immediately available funds in the amounts and to the accounts set forth on the Payment Schedule.
(b) On the six month anniversary of the Closing, Parent shall, at Parent’s option, (i) pay or cause to be paid the Six-Month Anniversary Cash Consideration to the Members by wire transfer of immediately available funds in the amounts and to the accounts set forth on the Payment Schedule or (ii) issue and deliver to certain Members, the number of shares of Common Stock equal to the quotient of (x) the Six-Month Anniversary Cash Consideration divided by (y) the 5-Day VWAP, as determined in accordance with the Payment Schedule, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter).
(c) On the date that is 30 days after Shareholder Approval, Parent shall issue and deliver to F▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Thirty-Day Stock Consideration, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter)
(d) On the first anniversary of the Closing if Shareholder Approval has been obtained, Parent shall issue and deliver to certain Members, the First Anniversary Stock Consideration Payment, as determined in accordance with the Payment Schedule and Exhibit 2.4(b), free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter).
(e) On the 14 month anniversary of the Closing if Shareholder Approval has been obtained, Parent shall issue and deliver to certain Members, 2,883,854 shares of Common Stock, as determined in accordance with the Payment Schedule, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter).