Common use of Payment of the Merger Consideration Clause in Contracts

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.