Payments by the Purchaser. (i) The Purchaser shall pay or deliver, as applicable, the Closing Consideration to the Sellers by issuing the Purchaser Shares and paying the cash to Sellers in accordance with a consideration schedule in the form attached hereto as Schedule 2.2(b), which shall be delivered to the Purchaser by the Company and the Representative prior to the Closing (the “Consideration Schedule”). The Consideration Schedule shall include each of the following: (A) the calculation of the Closing Consideration pursuant to this Section 2.2; and the portion thereof that is payable in Purchaser Common Stock and cash; (B) the Allocation Percentage of each Seller; (C) the Equity Consideration to be paid by the Purchaser to each Seller for such Seller’s Shares being sold hereunder; and (D) the calculation of the Option Cancellation Amount for each holder of an In the Money Subject Stock Option pursuant to Section 2.5. (ii) On the Closing Date, the Purchaser shall deliver the (x) Adjustment Escrow Amount and (y) the Indemnity Escrow Amount (together, the “Escrow Amount”) to the Escrow Agent, by wire transfer of immediately available funds, which will be deducted and withheld from the Closing Consideration payable to the Sellers. The Escrow Amount plus all income accrued thereon shall be held in an escrow account (the “Escrow Account”), pursuant to the terms of the Escrow Agreement among the Escrow Agent, the Purchaser and the Representative in form and substance reasonably acceptable to the Purchaser and the Company (the “Escrow Agreement”), and disbursed pursuant to the provisions of this Agreement and the Escrow Agreement. Any and all interest, income and other earnings included in the Escrow Account will be applied as set forth in the Escrow Agreement. (iii) On the Closing Date, the Purchaser shall deliver to a separate account in the name of the Representative that is designated in writing by the Representative not less than three (3) Business Days prior to Closing, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, which will be deducted and withheld from the portion of the Closing Consideration payable to the Sellers and utilized in accordance with Article XI. (iv) On the Closing Date, the Purchaser shall issue to each holder of an In-the-Money Subject Stock Option that has satisfied the applicable delivery conditions hereunder in the discretion of the Purchaser, an aggregate number of shares of Purchaser Common Stock (or, if so elected under Section 2.5, shall make or cause to be made to such holder a cash payment) equal to the Option Cancellation Amount to which such holder is entitled in respect of such In the Money Subject Stock Option, as set forth in the Consideration Schedule. (v) The Purchaser shall pay in full (on behalf of the Company), or shall provide sufficient funds to the Company to enable it to make such payment, an amount equal to the Estimated Closing Indebtedness by wire transfer of immediately available funds in the amounts and to the lenders identified in the Estimated Closing Reports. The Sellers shall cause the Company to deliver to the Purchaser at least three (3) Business Days prior to the Closing a payoff letter from each lender identified in the Estimated Closing Reports, in form and substance reasonably satisfactory to the Purchaser which payoff letter shall state the amount of the Estimated Closing Indebtedness owed to such lender and that, if such amount is paid to such lender on the Closing Date, such lender will release any and all Liens that it may have with respect to the Company and its assets. (vi) The Sellers shall cause the Company to deliver to the Purchaser prior to the Closing an invoice marked “final” from each Person to whom any Transaction Expenses are to be paid pursuant to this Section 2.2(b)(v) indicating all amounts to which each such Person is entitled from the Company. At the Closing, the Purchaser shall (on behalf of the Company), or shall provide sufficient funds to the Company to enable it to, pay all of the Estimated Transaction Expenses; provided, however, that with respect to any such payments to be made to employees of the Company, the Purchaser shall provide sufficient funds to the Company to enable them to make such payments, which the Purchaser shall cause the Company to make on the Closing Date subject to, and net of, the amount of any applicable employment, payroll and income Tax withholding. (vii) The Purchaser shall be entitled to deduct and withhold from any payment hereunder such amounts as it is required to deduct and withhold pursuant to the Code, the applicable Treasury Regulations thereunder, and/or any Law, and shall pay over to the applicable Governmental Authority, any amounts so withheld. All such amounts deducted and withheld shall be treated for purposes of this Agreement as having been paid to the Person to whom the amount withheld would otherwise have been paid.
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Sources: Stock Purchase Agreement (Cambium Learning Group, Inc.)
Payments by the Purchaser. (i) The Restriction on payments other than on Monthly Settlement Dates
4.1 No amounts may be withdrawn, and no payments may be made, from any Purchaser shall pay Account on any day other than a Monthly Settlement Date except, prior to the occurrence of a Servicer Default, Event of Default or deliverIntramonth Payment Cash 14 DeltaView comparison of iManageDeskSite://LONDON/Legal/1325897/21 and iManageDeskSite://LONDON/Legal/1325897/52. Performed on 17/12/2007. Trapping Event which is continuing, other than in the circumstances, and subject to the terms and conditions, specifically provided for in the Transaction Documents in particular, without limitation, no amounts may be withdrawn from Purchaser Account 2 except in accordance with Clause 4.2 or, as applicable, Clause 11 (Application of Proceeds) of the Closing Consideration Security Agreement. Where any such withdrawal or payment is permitted, the Funding Agent agrees that the amount in question shall be released from the security created by the Security Agreement upon that payment being made.
4.2 On each Settlement Date, the Funding Agent shall arrange for the Purchaser to apply the amounts standing to the Sellers by issuing the credit of Purchaser Shares and paying the cash to Sellers in accordance with a consideration schedule in the form attached hereto as Schedule 2.2(b)Account 2 or, which shall be delivered to the Purchaser by the Company and the Representative prior to the Closing date on which1 and Purchaser Account 2 is established and fully operational, Purchaser Account 1,2, in paying or providing for the following amounts (together with any applicable VAT) which are then due and payable or which will become due and payable prior to the “Consideration Schedule”). The Consideration Schedule shall include each next Monthly Settlement Date in the following order of priority:
(a) to the Lender:
(i) if the Lender is Calyon S.A., London Branch, (Ai) in payment of the following: accrued and unpaid Interest on the Net Advances for the related Interest Period and (ABii) the calculation in payment of the Closing Consideration pursuant to this Section 2.2Commitment Fee for the related Interest Period; and the portion thereof that is payable in Purchaser Common Stock and cash; (B) the Allocation Percentage of each Seller; (C) the Equity Consideration to be paid by the Purchaser to each Seller for such Seller’s Shares being sold hereunder; and (D) the calculation of the Option Cancellation Amount for each holder of an In the Money Subject Stock Option pursuant to Section 2.5.and
(ii) On if the Closing Date, Lender is a Conduit Assignee (A) in payment of the Purchaser shall deliver Costs of Funds of the (x) Adjustment Escrow Amount Conduit Assignee for the related Interest Period and (yii) in payment of the Indemnity Escrow Amount Non- Utilization Fee of the Back Up Liquidity Line for the related Reporting Period;
(togetherb) if CL or any of its Affiliates is not then the Servicer, to the “Escrow Amount”Servicer in payment of the accrued and unpaid Servicing Fee payable on that Settlement Date;
(c) to the Escrow AgentLender, by wire transfer in repayment and reduction of immediately available funds, which will be deducted the Net Advances then due and withheld from the Closing Consideration payable payable;
(d) to the Sellers. The Escrow Amount plus all income accrued thereon shall be held in an escrow account (the “Escrow Account”), pursuant to the terms of the Escrow Agreement among the Escrow Funding Agent, the Purchaser Administrative Agent, the Calculation Agent, the Lender or any other Person who is entitled to any such payment, in payment of any other Aggregate Unpaids (other than Net Advances, Interest and Servicing Fee) owed by the Representative Purchaser, any Seller and/or the Servicer under this Agreement to that Person;
(e) an amount equal to any operating expenses (including, but not limited to, management fees and expenses, fees and expenses payable to any administrative or corporate services provider in form and substance reasonably acceptable relation to services provided to the Purchaser and the Company (the “Escrow Agreement”), and disbursed pursuant to the provisions of this Agreement and the Escrow Agreement. Any and all interest, income and other earnings included in the Escrow Account will be applied as set forth in the Escrow Agreement.
(iii) On the Closing Date, the Purchaser shall deliver to a separate account in the name of the Representative that is designated in writing any Taxes payable by the Representative not less than three (3Purchaser) Business Days prior to Closing, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, which will be deducted and withheld from the portion of the Closing Consideration payable to the Sellers and utilized in accordance with Article XI.
(iv) On the Closing Date, the Purchaser shall issue to each holder of an In-the-Money Subject Stock Option that has satisfied the applicable delivery conditions hereunder in the discretion of the Purchaser; and
(f) the sum of £1,000 per annum, an aggregate number of shares of Purchaser Common Stock (or, if so elected under Section 2.5, shall make or cause to be made retained by the Purchaser for its own account and not to such holder a cash payment) equal to the Option Cancellation Amount to which such holder is entitled in respect of such In the Money Subject Stock Option, as set forth in the Consideration Schedule.
(v) The Purchaser shall pay in full (on behalf form part of the Company), or shall provide sufficient funds to amounts applied in making payments by the Company to enable it to make such payment, an amount equal to the Estimated Closing Indebtedness by wire transfer of immediately available funds in the amounts and to the lenders identified in the Estimated Closing Reports. The Sellers shall cause the Company to deliver to the Purchaser at least three (3) Business Days prior to the Closing a payoff letter from each lender identified in the Estimated Closing Reports, in form and substance reasonably satisfactory to the Purchaser which payoff letter shall state the amount of the Estimated Closing Indebtedness owed to such lender and that, if such amount is paid to such lender on the Closing Date, such lender will release any and all Liens that it may have with respect to the Company and its assets.
(vi) The Sellers shall cause the Company to deliver to the Purchaser prior to the Closing an invoice marked “final” from each Person to whom any Transaction Expenses are to be paid pursuant to this Section 2.2(b)(v) indicating all amounts to which each such Person is entitled from the Company. At the Closing, the Purchaser shall (on behalf of the Company), or shall provide sufficient funds to the Company to enable it to, pay all of the Estimated Transaction Expenses; provided, however, that with respect to any such payments to be made to employees of the Company, the Purchaser shall provide sufficient funds to the Company to enable them to make such payments, which the Purchaser shall cause the Company to make on the Closing Date subject to, and net of, the amount of any applicable employment, payroll and income Tax withholding.
(vii) The Purchaser shall be entitled to deduct and withhold from any payment hereunder such amounts as it is required to deduct and withhold pursuant to the Code, the applicable Treasury Regulations thereunder, and/or any Law, and shall pay over to the applicable Governmental Authority, any amounts so withheld. All such amounts deducted and withheld shall be treated for purposes of this Agreement as having been paid to the Person to whom the amount withheld would otherwise have been paid.Purchaser;
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