Common use of Payments at Closing Clause in Contracts

Payments at Closing. (a) Notwithstanding Section 2.6(a), the Escrow Amount and, if applicable, the Working Capital Escrow Amount, shall be withheld from the aggregate amount payable to the Company Stockholders, the holders of vested Company Options and the holders of Company Warrants (collectively, the “Company Indemnifying Parties”) in respect of their Company Capital Stock, vested Company Options and Company Warrants, as applicable, pursuant to Sections 2.6, 2.7(a) and 2.7(c), as the case may be. (b) At Closing, Parent will make the following payments: (i) if applicable, to the Working Capital Escrow Account, by wire transfer of immediately available funds, an amount equal to the Working Capital Escrow Amount, which shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 2.11 and of the Escrow Agreement; (ii) to the Escrow Account, by wire transfer of immediately available funds, an amount equal to the Escrow Amount and the Stockholder Representative Fund, which Escrow Amount shall be managed and paid out by the Escrow Agent in accordance with the terms of Article VIII and the Escrow Agreement and which Stockholder Representative Fund shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 8.5 hereof and the Escrow Agreement; (iii) the aggregate amount payable to the Company Stockholders at Closing pursuant to Section 2.6(a) and holders of Company Warrants pursuant to Section 2.7(c) to an account in the name of the Payment Agent, that is designated in writing by the Stockholder Representative not less than three (3) Business Days prior to Closing, by wire transfer of immediately available funds. (c) Upon (i) receipt by the Payment Agent of the amount set forth in Section 2.9(b)(iii), (ii) receipt by the holders of Company Options of the Option Consideration pursuant to Section 2.7(a) and (iii) receipt by Escrow Agent of the Escrow Amount, the Stockholder Representative Fund and, if applicable, the Working Capital Escrow Amount, Parent shall be deemed to have satisfied its obligations to make payments pursuant to this Agreement other than (A) its obligation to make any payments required by Section 2.11 and (B) its obligation to make payments to the holders of Dissenting Shares, if any, following the Effective Time. (d) The portion of the Escrow Amount contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount. The portion of the Stockholder Representative Fund contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Stockholder Representative Fund. Without any act of any Company Indemnifying Party, each Company Indemnifying Party will be deemed to have received the full consideration payable in respect of its securities in accordance with Section 2.6(a), Section 2.7(a) and Section 2.7(c) and to have deposited with the Escrow Agent an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount, as security for the indemnity provided for in Article VIII and as security for any amount payable pursuant to Section 2.11(b)(iii).

Payments at Closing. (a) Notwithstanding Section 2.6(a), At the Escrow Amount and, if applicable, the Working Capital Escrow Amount, shall be withheld from the aggregate amount payable to the Company Stockholders, the holders of vested Company Options and the holders of Company Warrants (collectively, the “Company Indemnifying Parties”) in respect of their Company Capital Stock, vested Company Options and Company Warrants, as applicable, pursuant to Sections 2.6, 2.7(a) and 2.7(c), as the case may be. (b) At Closing, Parent Buyer will make (or cause to be made) the following payments: (ia) if applicable, to the Working Capital Escrow AccountPaying Agent, by wire transfer of immediately available fundsfunds to the account or accounts designated by the Paying Agent in writing no later than two Business Days prior to the Closing Date, an amount equal to the Working Capital Escrow Closing Merger Consideration minus (1) any amounts payable to holders of Shares or Warrants who have previously provided a duly executed Letter of Transmittal as provided herein minus (2) the Dissenting Shares Amount minus (3) the Warrants/Options Exercise Amount, which shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 2.11 and of the Escrow Agreement; (iib) to the Escrow Stockholders Representative for deposit into the Adjustment Holdback Account, the Adjustment Holdback Amount, and to the Stockholders Representative, the Stockholders Representative Expense Holdback Amount; (c) on behalf of the Company, an amount equal to the Estimated Transaction Expenses and up to $2 million of IPO Expenses, which amounts shall be distributed by wire transfer of immediately available funds in the amounts and to each Person who is owed a portion thereof pursuant to the Transaction Expenses Payoff Instructions; (d) on behalf of the Company, the amount payable to each counterparty or holder of Funded Indebtedness (other than the Assumed Funded Indebtedness) in order to fully discharge such Funded Indebtedness as contemplated by Section 5.15 hereof, in each case, by wire transfer of immediately available fundsfunds to the account or accounts designated by the Company in writing no later than two Business Days prior to the Closing Date; and (e) to the Company, an amount equal to the Escrow Amount and the Stockholder Representative Fund, which Escrow Amount shall be managed and paid out by the Escrow Agent in accordance with the terms of Article VIII and the Escrow Agreement and which Stockholder Representative Fund shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 8.5 hereof and the Escrow Agreement; (iii) the aggregate amount payable to the Company Stockholders at Closing pursuant to Section 2.6(a) and holders of Company Warrants pursuant to Section 2.7(c) to an account in the name of the Payment Agent, that is designated in writing by the Stockholder Representative not less than three (3) Business Days prior to ClosingAggregate Redemption Payment, by wire transfer of immediately available funds. (c) Upon (i) receipt funds to the account designated by the Payment Agent of Company in writing no later than two Business Days prior to the Closing Date (which amount set forth in Section 2.9(b)(iii), (ii) receipt will be paid by the holders of Company Options of the Option Consideration pursuant to Section 2.7(a) and (iii) receipt by Escrow Agent of the Escrow Amount, the Stockholder Representative Fund and, if applicable, the Working Capital Escrow Amount, Parent shall be deemed to have satisfied its obligations to make payments pursuant to this Agreement other than (A) its obligation to make any payments required by Section 2.11 and (B) its obligation to make payments to the holders of Dissenting Shares, if any, following the Effective Time. (d) The portion of the Escrow Amount contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount. The portion of the Stockholder Representative Fund contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Stockholder Representative Fund. Without any act of any Company Indemnifying Party, each Company Indemnifying Party will be deemed to have received the full consideration payable in respect of its securities Redeemable Preferred Stock in accordance with Section 2.6(a2.1(e), Section 2.7(a) and Section 2.7(c) and to have deposited with the Escrow Agent an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount, as security for the indemnity provided for in Article VIII and as security for any amount payable pursuant to Section 2.11(b)(iii).

Payments at Closing. (a) Notwithstanding Section 2.6(a), Upon the Escrow Amount and, if applicable, the Working Capital Escrow Amount, shall be withheld from the aggregate amount payable terms and subject to the Company Stockholders, the holders of vested Company Options and the holders of Company Warrants (collectively, the “Company Indemnifying Parties”) conditions set forth in respect of their Company Capital Stock, vested Company Options and Company Warrants, as applicable, pursuant to Sections 2.6, 2.7(a) and 2.7(c), as the case may be. (b) At Closingthis Agreement, Parent will make deliver or cause to be delivered on the following paymentsClosing Date and at the Closing: (i) if applicable, 3.4.1. to the Working Capital Escrow Accountlenders (or the applicable agents therefor), by wire transfer of immediately available fundsfunds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount equal necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Working Capital Escrow Amount, which shall be managed Term Credit Agreement and paid out by the Escrow Agent in accordance with the terms of Section 2.11 and of the Escrow Revolving Credit Agreement; (ii) 3.4.2. to the Escrow AccountAgent, by wire transfer of immediately available funds, an amount equal funds to the Escrow Amount and the Stockholder Representative Fund, which Escrow Amount shall be managed and paid out by the Escrow Agent in accordance with the terms of Article VIII and the Escrow Agreement and which Stockholder Representative Fund shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 8.5 hereof and the Escrow Agreement; (iii) the aggregate amount payable to the Company Stockholders at Closing pursuant to Section 2.6(a) and holders of Company Warrants pursuant to Section 2.7(c) to an a bank account in the name of the Payment Agent, that is has been designated in writing by the Stockholder Representative not less than three (3) Escrow Agent at least one Business Days Day prior to Closingthe Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds. (c) Upon (i) receipt funds to bank accounts that have been designated in writing by the Payment Agent Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the amount set forth Company or any Company Subsidiary shall be paid to an account of the Company designated in Section 2.9(b)(iii), (ii) receipt writing by the holders Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of Company Options immediately available funds to an account of the Option Consideration Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 2.7(a3.1.1(a) and (iii) receipt and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by Escrow Agent wire transfer of immediately available funds to a bank account of the Escrow AmountCompany designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the Stockholder Representative Fund and, if applicable, the Working Capital Escrow Amount, Parent shall be deemed to have satisfied its obligations to make payments pursuant to this Agreement other than (A) its obligation to make any payments required by Section 2.11 and (B) its obligation to make payments amounts payable to the holders of Dissenting Shares, if any, following the Effective Time. (d) The portion of the Escrow Amount contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount. The portion of the Stockholder Representative Fund contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Stockholder Representative Fund. Without any act of any Company Indemnifying Party, each Company Indemnifying Party will be deemed to have received the full consideration payable Optionholders in respect of its securities in accordance with Section 2.6(a), Section 2.7(a) and Section 2.7(c) and to have deposited connection with the Escrow Agent an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount, as security for the indemnity provided for in Article VIII and as security for any amount payable Closing pursuant to Section 2.11(b)(iii3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter).

Payments at Closing. At the Closing, Parent shall make, or cause to be made, payments as follows: (a) Notwithstanding Section 2.6(a), the Escrow Amount and, if applicable, the Working Capital Escrow Amount, Parent shall be withheld from the aggregate amount payable make payments to the Company Stockholders, the holders of vested Company Options and the holders of Company Warrants (collectively, the “Company Indemnifying Parties”) in respect of their Company Capital Stock, vested Company Options and Company Warrants, as applicable, pursuant to Sections 2.6, 2.7(a) and 2.7(c), as the case may be. (b) At Closing, Parent will make the following payments: (i) if applicable, to the Working Capital Escrow Accountapplicable Persons, by wire transfer of immediately available funds, an amount equal the Company Transaction Expenses, in each case as directed in writing by the Company prior to the Working Capital Escrow AmountClosing pursuant to invoices or other evidence reasonably satisfactory to Parent, which except that Parent shall cause any compensatory Company Transaction Expenses payable to Company Employees to be managed and paid out by through the Escrow Agent in accordance with the terms of Section 2.11 and of the Escrow AgreementSurviving Entity’s payroll system; (iib) Parent shall (i) deposit or cause to be deposited with the Escrow AccountSurviving Entity, by wire transfer of immediately available funds, an amount equal the applicable portion of the Aggregate Award Payouts for distribution (directly or through a subsidiary of the Surviving Entity) to the Escrow Amount employee Company Optionholders and Company SAR holders as of immediately following the Stockholder Representative Fund, which Escrow Amount shall be managed Closing pursuant to Section 2.7 and paid out by the Escrow Agent in accordance with the terms of Article VIII Payout Spreadsheet, and the Escrow Agreement and which Stockholder Representative Fund shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 8.5 hereof and the Escrow Agreement; (iiiii) the aggregate amount payable to the Company Stockholders at Closing pursuant to Section 2.6(a) and holders of Company Warrants pursuant to Section 2.7(c) to an account in the name of the Payment Agent, that is designated in writing by the Stockholder Representative not less than three (3) Business Days prior to Closing, make payments directly by wire transfer of immediately available funds., the applicable portion of the Aggregate Award Payouts to the non-employee Company Optionholder and Company SAR holder as of immediately following the Closing pursuant to Section 2.7 and in accordance with the Payout Spreadsheet; (c) Upon (i) receipt by Parent shall deposit or cause to be deposited with the Payment Agent Paying Agent, for exchange in accordance with this Article II through the Paying Agent, the applicable portions of the amount set forth Closing Cash Consideration payable to the Company Stockholders, the Company Noteholders and any other Sellers in Section 2.9(b)(iiiaccordance with the Payout Spreadsheet, and shall make book-entry shares or issue stock certificates representing the aggregate number of shares of Parent Common Stock issuable to the Sellers as of immediately following the Closing in accordance with the Payout Spreadsheet and pursuant to Sections 2.6(c)(i), (ii) receipt by the holders of Company Options of the Option Consideration pursuant to Section 2.7(a2.7(c)(i) and (iii) receipt by Escrow Agent of the Escrow Amount, the Stockholder Representative Fund 2.8(b)(i); and, if applicable, the Working Capital Escrow Amount, Parent shall be deemed to have satisfied its obligations to make payments pursuant to this Agreement other than (A) its obligation to make any payments required by Section 2.11 and (B) its obligation to make payments to the holders of Dissenting Shares, if any, following the Effective Time. (d) The portion of Parent shall deposit the Escrow Amount contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) Deferred Cash Consideration and the Escrow Amount. The portion of the Stockholder Representative Fund contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Stockholder Representative Fund. Without any act of any Company Indemnifying Party, each Company Indemnifying Party will be deemed to have received the full consideration payable in respect of its securities in accordance with Section 2.6(a), Section 2.7(a) and Section 2.7(c) and to have deposited Milestone Consideration with the Escrow Agent an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount, as security for the indemnity provided for in Article VIII and as security for any amount payable pursuant to Section 2.11(b)(iii)Agent.

Payments at Closing. (a) Notwithstanding At or promptly after the Closing or as otherwise provided in this Section 2.6(a)3.3, the Escrow Amount and, if applicable, the Working Capital Escrow Amount, shall be withheld from the aggregate amount payable to the Company Stockholders, the holders of vested Company Options and the holders of Company Warrants (collectively, the “Company Indemnifying Parties”) in respect of their Company Capital Stock, vested Company Options and Company Warrants, as applicable, pursuant to Sections 2.6, 2.7(a) and 2.7(c), as the case may be. (b) At Closing, Parent Buyer will make (or cause to be made) the following payments: (ia) if applicable, to the Working Capital Escrow Accountholders of Common Stock and Warrants, and the Paying Agent, pursuant to Sections 3.2(a)(i) and (ii), respectively, the amounts specified therein, with such payment being made in the manner and at the times set forth in Section 3.2; (b) to the Surviving Corporation for payment to the holders of Vested Options, an amount sufficient to permit payment of the consideration specified in Section 3.1(e), with such payments to the Option Holders to be made through the Operating Company’s payroll system within two Business Days of the Closing Date; (c) on behalf of the Company, an amount in the aggregate equal to the Transaction Expenses as set forth in the Closing Certificate, which amount shall be distributed by wire transfer of immediately available fundsfunds to each Person who is owed a portion thereof; (d) to the Surviving Corporation for payment to the Persons identified on the Closing Certificate as scheduled to receive a Transaction Bonus, an amount sufficient to permit payment of the aggregate amount of the Transaction Bonuses as set forth in the Closing Certificate, with such payment to each such Person to be made through the Operating Company’s payroll system within two Business Days of the Closing Date; (e) on behalf of the Company, an amount in the aggregate equal to the Management Fees as set forth in the Closing Certificate, which amount, subject to the terms and conditions of the Side Letter, shall be distributed by wire transfer of immediately available funds to each Person who is owed a portion thereof; (f) to the Agent (as defined in the Credit Facility), an amount equal to the Working Capital Escrow Payoff Amount, which amount shall be managed and paid out distributed by the Escrow Agent wire transfer in immediately available funds in accordance with the terms of Section 2.11 and instructions set forth in the Payoff Letter; and (g) to each Trustee (as defined in each of the Escrow Agreement; Indentures), the amount required to be deposited with such Trustee on the Closing Date to redeem the Discount Notes, the Second Lien Notes and the 20% Notes, as applicable, 30 days after the Closing Date (ii) or with respect to the Escrow AccountSecond Lien Notes, by wire transfer of immediately available funds, an amount equal to in the Escrow Amount and the Stockholder Representative Fund, which Escrow Amount shall be managed and paid out by the Escrow Agent in accordance with the terms of Article VIII and the Escrow Agreement and which Stockholder Representative Fund shall be managed and paid out by the Escrow Agent in accordance with the terms of Section 8.5 hereof and the Escrow Agreement; (iii) the aggregate amount payable to event that the Company Stockholders at Closing (or any of its Subsidiaries) conducts a Debt Tender Offer pursuant to Section 2.6(a6.15, to the paying agent in respect of such Debt Tender Offer, the amount required to purchase any Tendered Notes); provided, however, that this Section 3.3(g) and holders shall not apply to any of Company Warrants the Second Lien Notes that are not redeemed pursuant to Section 2.7(c6.14(a) or that are not Tendered Notes if a supplemental indenture with respect to an account in the name of the Payment Agent, that is designated in writing by the Stockholder Representative not less than three (3) Business Days prior to Closing, by wire transfer of immediately available funds. (c) Upon (i) receipt by the Payment Agent of the amount set forth in Section 2.9(b)(iii), (ii) receipt by the holders of Company Options of the Option Consideration Second Lien Notes has been entered into pursuant to Section 2.7(a6.15(c) and (iii) receipt by Escrow Agent that removes the covenants from the Second Lien Notes Indenture that would conflict with the Debt Financing, the consummation of the Escrow Amount, Merger or the Stockholder Representative Fund and, if applicable, making of the Working Capital Escrow Amount, Parent shall be deemed to have satisfied its obligations to make payments pursuant to this Agreement other than Section 3.3 (A) its obligation to make any payments required by Section 2.11 and (B) its obligation to make payments to or a covenant defeasance under the holders of Dissenting Shares, if any, following the Effective Time. (d) The portion of the Escrow Amount contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Escrow Amount. The portion of the Stockholder Representative Fund contributed by each Company Indemnifying Party shall be an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) the Stockholder Representative Fund. Without any act of any Company Indemnifying Party, each Company Indemnifying Party will be deemed to have received the full consideration payable in respect of its securities in accordance with Section 2.6(a), Section 2.7(aSecond Lien Indenture has occurred) and Section 2.7(c) and to have deposited with the Escrow Agent an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) collateral securing the Escrow Amount, as security for the indemnity provided for in Article VIII and as security for any amount payable pursuant to Section 2.11(b)(iii)Second Lien Notes has been released.