The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing: (a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent; (c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company; (d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative; (e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter; (f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and (h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.
Appears in 1 contract
Sources: Merger Agreement (Par Pharmaceutical Companies, Inc.)
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate The parties hereto are consummating the following transactions at concurrently with the Closingexecution of this Agreement:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) the Purchaser shall deposit with the Paying Agent, for distribution by the Paying Agent in accordance with Section 1.041.04 and Section 1.10, the Parent shall deliver, or cause an amount equal to be delivered, (i) the Closing Payment Amount set forth in Merger Consideration, less (ii) the Estimated aggregate Closing Statement Option Consideration, less (iii) the Representative Holdback Amount, less (iv) the Management Holdback Escrow, less (v) the aggregate exercise price of the Options that are outstanding immediately prior to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying AgentEffective Time;
(c) in accordance with Section 1.03the Purchaser shall deposit $25,000,000 (the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among the Purchaser, the Parent shall deliverRepresentative and Citibank, or cause to be deliveredN.A., as escrow agent (the Closing Option Consideration set forth “Escrow Agent”), in the Estimated Closing Statement form of Exhibit G attached hereto, and shall deposit the Management Holdback Escrow into a separate escrow account (the “Management Holdback Escrow Account”) established pursuant to the Company, for the benefit terms and conditions of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the CompanyEscrow Agreement;
(d) in accordance with Section 1.05, the Parent Purchaser shall deliver, or cause to be delivered, execute and deliver the Warrant to the Representative and the Purchaser and the Representative Amount, by wire transfer shall enter into a registration rights agreement in the form of immediately available funds to Exhibit H hereto (the account(s) designated in writing by the Representative“Registration Rights Agreement”);
(e) (i) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject to Section 5.05, the Parent Purchaser shall repay, or cause to be repaid, on behalf of the Group CompaniesCompany and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all of the Estimated Indebtedness under set forth in the Credit AgreementPre-Closing Statement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Estimated Indebtedness, and (ii) the Representative shall cause the delivery to the Purchaser of pay-off letters from the holders of Indebtedness outstanding on the Closing Date;
(f) in accordance with Section 1.08, the Purchaser shall deliver the Representative Holdback Amount to the Representative by wire transfer of immediately available funds;
(g) each member of the Parent board of managers (or other equivalent governing body) and each officer of the Company, each of its Subsidiaries and the Blocker Corp shall deliver to the Purchaser a resignation therefrom in the form of Exhibit I attached hereto;
(h) each of GTCR Co-Invest III, L.P., GTCR Fund IX/A, L.P. and GTCR Fund IX/B, L.P. shall execute and deliver to the Purchaser a release, confidentiality and non-interference agreement in the form of Exhibit J attached hereto;
(i) the Company shall deliver to the Purchaser and the Merger Sub each of the following:
(i) a certification dated as of the Closing Date that the Company is not described in Section 1.897-7T of the Treasury Regulations promulgated under the Code;
(ii) the written consent of the holders of Units (the “Written Consent”) representing the Company Unitholder Approval;
(iii) written evidence of the termination of all agreements set forth on the Terminated Affiliated Transactions Schedule, which terminations shall be effective on or prior to the Closing Date, and the Company and its Subsidiaries shall make such other deliveries as are required by Article VII hereofhave no further obligation or liability thereunder; and
(hiv) certified copies of resolutions duly adopted by the Company’s board of managers and the Blocker Seller’s general partner authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby;
(j) the Parent Purchaser and the Merger Sub shall deliver to the Representative certified copies of the resolutions duly adopted by the Purchaser’s board of directors (or its equivalent governing body) and the Merger Sub’s board of managers (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement;
(k) the Purchaser shall pay, or cause to be paid, on behalf of the Company, its Subsidiaries, the Sellers and the Representative (or any of their respective Affiliates), the Estimated Transaction Expenses set forth in the Pre-Closing Statement by wire transfer of immediately available funds as directed in writing by the Representative;
(l) the Purchaser shall deliver, or cause the Surviving Company (at the Purchaser’s expense) to deliver, a prepaid insurance policy (i.e., “tail coverage”) (the “Tail D&O Policy”), which policy provides liability insurance coverage for the individuals who were officers, managers and directors of the Company and its Subsidiaries at or prior to the Closing Date;
(m) subject to Section 3.03, the Purchaser shall deliver or cause the Surviving Company to deliver to each Optionholder such holder’s Closing Option Consideration (as determined in accordance with Section 1.05), less such Optionholder’s portion of the Representative Holdback Amount, by wire transfer of immediately available funds (or by such other method as is directed by the Representative) to the account(s) designated by the Representative; provided, that (i) if an Optionholder is a current or former employee of the Surviving Company or any of its Subsidiaries on the Closing Date or (ii) in the case of any amounts required to be paid with respect to Incentive Units for which elections under Section 83(b) of the Code were not made, the Purchaser shall cause the Surviving Company to make such payment to such Optionholder or holder of Incentive Units through the payroll system of the Surviving Company and its Subsidiaries;
(n) the Blocker Corp shall deliver to Purchaser a certification dated as of the Closing Date that interests in the Blocker Corp are not U.S. real property interest as of such date, as described in Section 1.897-2(g)(1)(ii)(A) of the Treasury Regulations promulgated under the Code;
(o) the Blocker Seller shall deliver to the Purchaser stock certificates representing all of the Shares, which certificates shall be endorsed to the Purchaser or accompanied by stock powers executed in blank; and
(p) the Representative and the paying agent shall enter into a paying agent agreement in the form of Exhibit M hereto (the “Paying Agent Agreement”).
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall parties hereto will consummate the following transactions at (the Closing“Closing Transactions”) on the Closing Date:
(a) the Company and the Merger Sub shall will cause the Certificate of Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware;
(b) in In accordance with Section 1.041.03, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agentwill deposit, by wire transfer of immediately available funds funds, into a custodial account established pursuant to the account(s) designated terms and conditions of a paying agent agreement in writing by a form to be mutually agreed upon among the Representative, Parent and the Paying AgentAgent (the “Paying Agent Agreement”), an amount to be paid out in accordance with Section 1.03 equal to (i) the Class A Merger Consideration, plus (ii) the Closing Residual Cash Consideration (as determined in accordance with Section 1.02(c)), minus (iii) the Option Merger Consideration; minus (iv) the amount, if any, that would have been payable to holders of Non-Accelerated Equity if the vesting of such unvested Class B Common Shares and unvested employee options to acquire Class B Common Shares had been accelerated pursuant to Section 6.01(a);
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amountwill deposit, by wire transfer of immediately available funds funds, an amount equal to the account(sOption Merger Consideration with the Company, to be paid out in accordance with Section 1.04;
(d) Parent will deposit, by wire transfer of immediately available funds, into an escrow account established pursuant to the terms and conditions of an escrow agreement to be entered into at the Closing by and among the Representative, Parent and the Escrow Agent substantially in the form of Exhibit D (the “Escrow Agreement”), the Escrow Amount to be paid out in accordance with Section 1.09(c) or Section 1.09(d), as applicable;
(e) Parent will deposit, by wire transfer of immediately available funds, the Representative Holdback Amount into an account designated in writing by the Representative;
(ef) the Company will deliver to Parent shall deposit, or cause payoff letters and lien releases with respect to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterIndebtedness set forth on Schedule 2.01(f);
(fg) subject to Section 5.05, the Parent shall will repay, or cause to be repaid, on behalf of the Group CompaniesCompany and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreementset forth on Schedule 2.01(f), by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;
(g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall will pay, or cause to be paid, on behalf of the CompanyStockholders, Optionholders and the Company (as applicable), the unpaid Transaction Expenses by wire transfer of immediately available funds as directed by the Representative; and
(i) Parent, the Company and the Representative (on behalf of the Stockholders and Optionholders) will make such other deliveries as are required by Article III.
Appears in 1 contract
Sources: Merger Agreement (Belden Inc.)
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.04, the Parent shall deliverdeliver to each holder of a Certificate surrendered to Parent at least three (3) Business Days prior to the Closing, or cause to be deliveredtogether with a duly completed and executed Letter of Transmittal, the Closing Payment Amount set forth in the Estimated Closing Statement payment required with respect thereto pursuant to the Paying AgentSection 1.04, by wire transfer of immediately available funds to the account(s) account designated in writing by the Paying Agentapplicable Letter of Transmittal;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, deliver the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options Options, by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall deposit, or cause to be deposited, deposit the Purchase Price Adjustment Escrow Amount into the Purchase Price Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterAccount;
(f) Parent shall deposit the Indemnification Escrow Amount into the Indemnification Escrow Account;
(g) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit AgreementPayoff Amount, by wire transfer of immediately available funds to the account(s) designated by in the holders of such IndebtednessPayoff Letter;
(gh) Parent shall deliver to the Company:
(i) the Escrow Agreement, duly executed by Parent;
(ii) a certificate of an authorized officer of Parent and Merger Sub in his or her capacity as such, dated as of the Company shall make such other deliveries as are required Closing Date, stating that the preconditions specified in Sections 8.02(a) and 8.02(b) have been satisfied;
(iii) certified copies of resolutions of the requisite holders of the voting shares of Merger Sub approving the consummation of the transactions contemplated by Article VII hereofthis Agreement; and
(hiv) certified copies of the resolutions duly adopted by Parent’s Board of Directors (or its equivalent governing body) and Merger Sub’s Board of Managers authorizing the execution, delivery and performance of this Agreement.
(i) Representative shall deliver to Parent the Escrow Agreement, duly executed by Representative;
(j) The Company shall deliver to Parent:
(i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 8.01(a) and 8.01(b) have been satisfied;
(ii) certified copies of resolutions of the requisite shareholders of the Company for the Shareholder Approval approving the consummation of the transactions contemplated by this Agreement (the “Written Consent”);
(iii) a duly executed certificate from the Company, dated as of the Closing Date, to the effect that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, which certificate shall be in compliance with the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3)(i), along with the notifications required under Treasury Regulation Sections 1.897-2(h)(2); and
(iv) certified copies of resolutions duly adopted by the Company’s Board of Directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; and
(k) Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative, as such amounts are set forth in the pay-off, termination and discharge letters, in form and substance reasonably satisfactory to Parent.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate cause the following transactions at to occur on the ClosingClosing Date:
(a) the Company and the Merger Sub shall cause the Certificate Certificates of Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of DelawareDelaware and the Secretary of State of the State of Texas;
(b) in accordance with Section 1.04, the Parent Purchaser shall deliver, or cause to be delivered, deliver the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, Cash Consideration by wire transfer of immediately available funds to the Shareholders (other than to the Shareholders who own shares of Dissenting Stock) to the account(s) designated in writing by the Paying AgentShareholders;
(c) the Purchaser shall pay the Transaction Expenses that are identified in accordance with Section 1.03, writing to the Parent shall deliver, or cause to be delivered, Purchaser at least three Business Days before the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit AgreementDate, by wire transfer of immediately available funds to the account(s) designated by the holders of each Person to whom such IndebtednessTransaction Expenses are to be paid;
(gd) the Parent Purchaser shall deliver to the Escrow Agent the Indemnity Escrow Amount for deposit into an account (the “Indemnity Escrow Account”), and the Shareholder Representative Escrow Amount for deposit into a separate account (the “Shareholder Representative Escrow Account”), established pursuant to the terms of the Escrow Agreement;
(e) each Shareholder shall deliver to the Purchaser one or more certificates representing the number of shares of Common Stock held by such Shareholder as of immediately before the Effective Time or Affidavits of Lost Certificate in form and substance reasonably satisfactory to the Purchaser; and
(f) the Purchaser, the Merger Sub, the Company and the Shareholder Representative (on behalf of the Shareholders) shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the RepresentativeIII.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties parties shall consummate the following transactions at on the ClosingClosing Date:
(a) the Company and the Merger Sub shall cause a duly executed copy of the Certificate of Merger ▇▇▇▇▇▇ to be executed, acknowledged and filed with the Secretary of State of the State of DelawareDelaware and make all other filings or recordings required by the DGCL in connection with the Merger;
(b) in accordance with Section 1.04, the Parent shall deliver, deliver or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement delivered to the Paying AgentAgent an amount, by wire transfer of immediately available funds funds, equal to the account(s) designated in writing aggregate Estimated Closing Proceeds payable to the Stockholders (for distribution by the Paying AgentAgent to each Stockholder in accordance with Section 2.7(b));
(c) in accordance with Section 1.03, the Parent shall deliver, deliver or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement delivered to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative AmountSurviving Corporation an amount, by wire transfer of immediately available funds funds, equal to the account(s) designated in writing by aggregate Estimated Closing Proceeds payable to the Representative;
vested In-the-Money Optionholders (e) the Parent shall deposit, or cause for distribution to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account each vested In-the-Money Optionholders in accordance with the Escrow Securityholders Side LetterSpreadsheet via the Surviving Corporation’s payroll system);
(fd) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group CompaniesCompany, all amounts necessary to discharge fully the then outstanding then‑outstanding balance of all Indebtedness under set forth in Section 3.2(d) of the Credit Agreement, Disclosure Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;
(e) Parent shall deliver (i) the Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Adjustment Escrow Account”) and (ii) the Indemnity Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Indemnity Escrow Account”), in each case of (i) and (ii), established pursuant to the terms of the Escrow Agreement;
(f) Parent shall deliver, or cause to be delivered, the Representative Holdback Amount by wire transfer of immediately available funds to the account(s) designated by the Securityholder Representative;
(g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall pay, or cause to be paid, on behalf of the Company, the all Unpaid Transaction Expenses to each Person who is owed a portion thereof, provided that any amounts described in clauses (c), (d) and (g) of the definition of “Unpaid Transaction Expenses” payable to any current or former employee, independent contractor or consultant of the Company and its Subsidiaries shall be paid through Parent’s payroll system as soon as practicable following the Closing Date but in no event later than November 30, 2023;
(h) Parent, Merger Sub, the Company and the Securityholder Representative (on behalf of the Indemnifying Securityholders) shall make such other deliveries as are required by wire transfer of immediately available funds as directed by the RepresentativeArticle 7.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.04, (x) the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement Statement, less the Direct Payment Amount, to the Paying AgentRepresentative, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying AgentRepresentative and (y) the applicable portion of the Direct Payment Amount directly to the applicable holders of Company Common Stock;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall depositdeliver, or cause to be depositeddelivered, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterSection 1.11;
(f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;
(g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(hg) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing:
(a) the Company and the Merger Sub Parent shall cause Buyer to deliver to the Certificate Sellers a cash amount by wire transfer of Merger immediately available funds into an account for each Seller designated by the Representatives equal to be executed, acknowledged and filed with the Secretary of State Closing Payment Amount payable to each of the State of DelawareSellers at the Closing for distribution to such Sellers in accordance with Section 2.02;
(b) in accordance with Section 1.042.03, the Parent shall deliveradvance, or cause Buyer to be deliveredadvance, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options Options, by wire transfer of immediately available funds to the account designated in writing by the Company, and the Company shall use such funds to pay the Option Consideration in accordance with Section 2.03(a);
(c) the Parent shall retain (on behalf of the Buyer), the Holdback Amount in trust in accordance with Section 2.06(a);
(d) in accordance with Section 1.05, the Parent shall deliverdeposit with the Escrow Agent (on behalf of the Buyer), or cause to be delivered, to the Representative the Representative Escrow Amount, by wire transfer of immediately available funds to the account(s) designated Escrow Account, in writing by accordance with the RepresentativeEscrow Agreement;
(e) the Parent shall depositadvance, or cause Buyer to be depositedadvance, amounts as one or more loans to the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject applicable Group Company and, at their direction and on their behalf, use such funds to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary the Payoff Amount to discharge fully the then outstanding balance applicable holders of all such Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated or as otherwise directed by the Representatives and, in connection therewith, prior to the Closing Date, the Representatives will provide, or cause to be provided, to Buyer customary payoff letters from all holders of such IndebtednessIndebtedness (the “Payoff Letters”);
(gf) the Parent and the Company shall make such other deliveries as are required by Article VII X hereof; and;
(hg) the Parent shall advance, or cause Buyer to advance, amounts as one or more loans to the applicable Group Company and, at their direction and on their behalf, use such funds to pay, or cause to be paid, on behalf of the Company, the Company Transaction Expenses by wire transfer of immediately available funds as directed by the RepresentativeCompany, as such amounts are set forth in the invoice, pay-off, termination and/or discharge letters delivered to the Parent by the Company setting forth the Company Transaction Expenses, which letters shall be in form and substance reasonably satisfactory to the Parent; and
(h) the Parent shall advance, or cause Buyer to pay, or cause to be paid, on behalf of the Sellers, the Sellers Transaction Expenses by wire transfer of immediately available funds as directed by the Representatives (on behalf of the Sellers), as such amounts are set forth in the invoice, pay-off, termination and/or discharge letters delivered to the Parent by the Representatives setting forth the Sellers Transaction Expenses, which letters shall be in form and substance reasonably satisfactory to the Parent.
(i) the Parent shall advance, or cause Buyer to advance to Representatives, on behalf of all Sellers, an amount equal to $50,000 (the “Expense Account Deposit”).
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties parties hereto shall consummate the following transactions (the “Closing Transactions”) at the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware;
(b) the Purchaser shall deliver to each holder of Company Stock such holder’s portion of the Common Merger Consideration (as determined in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent2.02(a)), by wire transfer of immediately available funds to the account(s) designated in writing by the Paying AgentRepresentative;
(c) the Purchaser shall deliver to the Company an aggregate amount equal to the Option Merger Consideration (for distribution by the Company to each Optionholder of such holder’s portion of the Option Merger Consideration (as determined in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount2.04)), by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(ed) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject to Section 5.05, the Parent Purchaser shall repay, or cause to be repaid, on behalf of the Group CompaniesCompany, all amounts necessary to discharge fully the then then-outstanding balance of all Funded Indebtedness under identified on the Credit Agreement, certificate delivered pursuant to Section 4.01(e)(iii) by wire transfer of immediately available funds to the account(s) designated by the holders of such Funded Indebtedness;
(e) the Purchaser shall deliver (i) the General Escrow Amount to the Escrow Agent for deposit into an escrow account (the “General Escrow Account”) established pursuant to the terms of the Escrow Agreement and (ii) the Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms of the Escrow Agreement;
(f) the Purchaser shall deliver the Representative Holdback Amount to the Representative;
(g) the Parent Purchaser shall pay, on behalf of the Company, all Transaction Expenses to each Person who is owed a portion thereof (it being understood that all such payments shall be deductions from the Transaction Price as set forth in Section 2.02 hereof);
(h) the Purchaser shall deliver to the Company an aggregate amount equal to the Deferred Option Bonus Amount (for distribution by the Company to each Optionholder who is owed a portion thereof as set forth on the Deferred Option Bonus Amount Schedule), by wire transfer of immediately available funds to the account(s) designated by the Representative; and
(i) the Purchaser, the Merger Sub, the Company and the Company Representative (on behalf of the Stockholders and the Optionholders) shall make such other deliveries as are required by Article VII ARTICLE IV hereof; and
(h) . For the Parent shall payavoidance of doubt, and notwithstanding anything contained herein to the contrary, the failure of any Stockholder or cause Optionholder to be paid, on behalf satisfy any of the Companydeliveries set forth in Section 2.03, Section 2.04 or Section 4.01(k) shall not affect the Transaction Expenses by wire transfer Purchaser’s obligations to deliver to any other Stockholder or Optionholder the portion of immediately available funds as directed by the RepresentativeMerger Consideration to which such other Stockholder or Optionholder is entitled at Closing.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of DelawareDelaware and make all other filings or recordings required by the DGCL in connection with the Merger;
(b) in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, deliver the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of vested In-the-Money Options Options, by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(ec) the Parent shall deposit, or cause to be deposited, deposit the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterAgreement;
(fd) the Parent shall deliver the Holdback Amount to the Representative pursuant to Section 10.01(f);
(e) subject to the Company delivering to Parent payoff letters and Lien releases as described in Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Estimated Indebtedness under the Credit Agreement, in such payoff letters by wire transfer of immediately available funds to the account(s) designated by of the holders of such Indebtednessobligees as set forth in the Estimated Closing Statement;
(gf) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and;
(hg) the Parent shall pay, or cause to be paid, on behalf of the Company, the Estimated Transaction Expenses set forth in the Estimated Closing Statement by wire transfer of immediately available funds to the account(s) of the obligees as directed by set forth in the RepresentativeEstimated Closing Statement; and
(h) the Parent shall pay (directly or through the Paying Agent) that portion of the Stock Merger Consideration that is payable on the Closing Date pursuant to Section 1.04.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall parties hereto will consummate the following transactions at (the Closing“Closing Transactions”) on the Closing Date:
(a) the Company and the Merger Sub shall will cause the Certificate of Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.041.03, Parent will deposit, by wire transfer of immediately available funds, into a custodial account established pursuant to the terms and conditions of a paying agent agreement entered into prior to Closing by and among Parent, the Parent shall deliverRepresentative and the Paying Agent in substantially the form attached hereto as Exhibit H (the “Paying Agent Agreement”), or cause an amount (to be deliveredpaid out in accordance with Section 1.03) equal to (i) the Class A Merger Consideration, plus (ii) the Closing Payment Amount set forth Residual Cash Consideration (as determined in accordance with Section 1.02), minus (iii) the Estimated Closing Statement Option Merger Consideration, minus (iv) the portion of the Representative Reserve Fund allocable to the Paying AgentStockholders;
(c) Parent will deposit with the Company, by wire transfer of immediately available funds, an amount equal to (i) the Option Merger Consideration, minus (ii) the portion of the Representative Reserve Fund allocable to the Optionholders, to be paid out in accordance with Section 1.04;
(d) Parent will pay (i) an amount equal to the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the account(sAdjustment Escrow Account and (ii) designated in writing by the Paying Agent;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement an amount equal to the Company, for Specified Matters Escrow Amount to the benefit of the holders of In-the-Money Options Escrow Agent by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the RepresentativeSpecified Matters Escrow Account;
(e) the Company will deliver to Parent shall deposit, or cause payoff letters with respect to be deposited, the Adjustment Escrow Amount into Closing Debt set forth on Schedule 2.01(e) and will make arrangements reasonably satisfactory to Parent for holders of such Closing Debt to deliver all related Lien releases to Parent as soon as practicable after the Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterClosing;
(f) subject to Section 5.05, the Parent shall will repay, or cause to be repaid, on behalf of the Group CompaniesCompany and its Subsidiaries, all amounts necessary to discharge fully the then then-outstanding balance of all Indebtedness under the Credit AgreementClosing Debt set forth on Schedule 2.01(e), by wire transfer of immediately available funds to the account(s) designated by the holders of such IndebtednessClosing Debt in the related payoff letters;
(g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall will pay, or cause to be paid, on behalf of the CompanyStockholders, Optionholders and the Company and its Subsidiaries (as applicable), the aggregate amount of the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative;
(h) Parent will pay an amount equal to the Representative Reserve Fund to the Representative, or its designee, by wire transfer of immediately available funds to an account designated by the Representative; and
(i) Parent, the Company and the Representative (on behalf of the Stockholders and Optionholders) will make such other deliveries as are required by Article III.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.04, the Parent shall deliver, or cause deposit with the Exchange Agent the cash payment required to be delivered, delivered at the Closing Payment Amount set forth in the Estimated Closing Statement with respect to the Paying Agent, by wire transfer outstanding shares of immediately available funds Company Stock pursuant to the account(s) designated in writing by the Paying AgentSection 1.02;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, deposit with the Surviving Company (i) the aggregate Closing Option Consideration set forth in payable to Optionholders pursuant to Section 1.03(a) and (ii) the Estimated aggregate Closing Statement Restricted Stock Unit Consideration payable to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds Restricted Stock Unit Holders pursuant to the account designated in writing by the CompanySection 1.03(b);
(d) in accordance with Section 1.057.01(e), the Parent shall deliver, or cause to be delivered, deliver to the Representative the amount of the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the RepresentativeExpense Fund;
(e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit AgreementPayoff Amounts, by wire transfer of immediately available funds to the account(s) designated by in the holders applicable Payoff Letter;
(f) Parent shall deliver to the Company a certificate of such Indebtedness;an authorized officer of Parent and an authorized officer of Merger Sub in his or her (or their) capacity as such, dated as of the Closing Date, stating that the conditions specified in Section 9.03(a) and 9.03(b) have been satisfied.
(g) the Parent and The Company shall deliver to Parent:
(i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 9.02(a), 9.02(b) and 9.02(c) have been satisfied;
(ii) a certificate of the Secretary of the Company in his or her capacity as such, dated as of the Closing Date, stating that resolutions in the form of Exhibit F irrevocably approving the consummation of the transactions contemplated by this Agreement (each and collectively, the “Written Consent”) have been executed and delivered by the Securityholders listed on Annex V to the Company, with a copy to Parent concurrently, and have not been withdrawn or superseded and remain in full force and effect as of the Effective Time;
(iii) a duly executed certificate from the Company, dated as of the Closing Date, to the effect that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, which certificate shall make such other deliveries as are be in compliance with the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3)(i), along with the notifications required by Article VII hereofunder Treasury Regulation Sections 1.897-2(h)(2); and
(hiv) the Parent shall pay, or cause to be paid, on behalf certified copies of resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Expenses by wire transfer other agreements contemplated hereby, and the consummation of immediately available funds as directed by the Representativeall transactions contemplated hereby and thereby.
Appears in 1 contract
Sources: Merger Agreement (Harman International Industries Inc /De/)
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties parties hereto shall consummate the following transactions at on the ClosingClosing Date:
(a) the Company and the Merger Sub shall cause a duly executed copy of the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of DelawareDelaware and make all other filings or recordings required by the DGCL in connection with the Merger;
(b) Parent shall deliver or cause to be delivered to the Paying Agent an aggregate amount of cash equal to (A) the Stockholders’ Closing Consideration and (B) the aggregate Warrant Closing Payments, in each case for distribution by the Paying Agent to each Stockholder and Warrant Holder, of the amounts issuable and payable in accordance with clause (i) of Section 2.02(a) and clause (a) of Section 2.05, in the case of such cash by wire transfer of immediately available funds to the account(s) designated by the Paying Agent;
(c) Parent shall deliver or cause to be delivered to the Company an aggregate amount equal to the Vested Optionholders’ Closing Consideration (for distribution by the Company to each Vested Optionholder of such holder’s Retained Per Share Portion of the Estimated Closing Proceeds as determined in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent2.04), by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group CompaniesCompany, all amounts necessary to discharge fully the then then-outstanding balance of all Indebtedness under identified in Section 4.01(f) of the Credit Agreement, Disclosure Schedule by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;
(e) Parent shall deliver the Indemnification Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Indemnification Escrow Account”) established pursuant to the terms of the Escrow Agreement;
(f) Parent shall deliver the Representative Holdback Amount by wire transfer of immediately available funds to the account(s) designated by the Representative;
(g) Parent shall pay, on behalf of the Parent Company, all Transaction Expenses to each Person who is owed a portion thereof; and
(h) the Parent, the Merger Sub, the Company and the Company Representative (on behalf of the Indemnifying Securityholders) shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the RepresentativeIV.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.04, the Parent shall (i) deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Exchange Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Exchange Agent and (ii) instruct Parent’s transfer agent to deposit with the Exchange Agent, as promptly as practicable, the number of shares of Parent Common Stock equal to the Stockholder Percentage of the Stock Election Total Share Amount;
(c) in accordance with Section 1.03, the Parent shall (i) deliver, or cause to be delivered, to the Company (A) the aggregate Closing Option Cash Consideration set forth in plus (B) the Estimated Closing Statement aggregate Unaccredited Investor Stock Election Consideration payable to the Company, for the benefit of the holders of In-the-Money Stock Options that are Unaccredited Investors in accordance with Section 1.11, by wire transfer of immediately available funds to the account designated in writing by the CompanyCompany and (ii) direct Parent’s transfer agent to issue, as promptly as practicable, the number of shares of Parent Common Stock equal to the Optionholder Percentage of the Stock Election Total Share Amount in accordance with Section 1.11 to holders of In-the-Money Options through book-entry transfer of such shares to those participant accounts at The Depository Trust Company as designated in writing by the Company to Parent prior to the Closing Date;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Securityholder Representative the Securityholder Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Securityholder Representative;
(e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;
(g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.
Appears in 1 contract
Sources: Merger Agreement (Porch Group, Inc.)
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to deposit with the Paying Agent, Agent a cash amount by wire transfer of immediately available funds to the account(s) into an account designated in writing by the Paying AgentAgent equal to the Stock Merger Consideration payable to the Company Shareholders at the Closing for distribution to such Company Shareholders in accordance with Section 1.02;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, deliver the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, Company for the benefit of the holders of vested In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to deposit the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterAgreement;
(fe) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, Payoff Amount by wire transfer of immediately available funds to the account(s) designated by in the holders of such IndebtednessPayoff Letter;
(gf) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(hg) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the RepresentativeRepresentative in writing and, in the case of Transaction Expenses payable to any professional services firm (including any legal or financial advisor), as set forth in a final invoice from such payee.
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.04, a. the Parent shall deliver, or cause Buyer to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement deliver to the Paying Agent, Agent a cash amount by wire transfer of immediately available funds into an account designated by the Representative equal to the account(sClosing Payment Amount payable to the Company Shareholders at the Closing for distribution to such Company Shareholders in accordance with Section 1.02(a) designated in writing by (provided that any Option Loans shall be automatically repaid to the Paying AgentCompany at the Closing out of the portion of the Closing Payment Amount otherwise payable to the applicable Sellers);
(c) b. in accordance with Section 1.03, the Parent shall deliver, or cause Buyer to be delivered, advance the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) , and the Company shall use such funds to pay the Closing Option Consideration in accordance with Section 1.05, 1.03(a);
c. the Parent shall deliver, or cause Buyer to be delivered, to deposit the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterAgreement;
(f) subject to d. in accordance with Section 5.0511.01(e), the Parent shall cause the Buyer to deposit the Expense Fund to an account designated by the Representative;
e. the Parent shall cause Buyer to advance amounts as one or more loans to the applicable Group Company and, at their direction and on their behalf, use such funds to repay, or cause to be repaid, on behalf of the Group Companies, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, Payoff Amount by wire transfer of immediately available funds to the account(s) designated by in the holders of such IndebtednessPayoff Letter;
(g) f. the Parent and the Company shall make such other deliveries as are required by Article VII VIII hereof; and;
(h) g. the Parent shall cause Buyer to advance amounts as one or more loans to the applicable Group Company and, at their direction and on their behalf, use such funds to pay, or cause to be paid, on behalf of the Company, the Company Transaction Expenses by wire transfer of immediately available funds as directed by the RepresentativeCompany, as such amounts are set forth in the pay-off, termination and discharge letters delivered to the Parent by the Company setting forth the Company Transaction Expenses at least three (3) Business Days prior to the Closing Date, which letters shall be in form and substance reasonably satisfactory to the Parent; and
h. the Parent shall cause Buyer to pay, on behalf of the applicable Sellers, the Sellers Transaction Expenses by wire transfer of immediately available funds as directed by the Company, as such amounts are set forth in the pay-off, termination and discharge letters delivered to the Parent by the Company setting forth the Sellers Transaction Expenses at least three (3) Business Days prior to the Closing Date, which letters shall be in form and substance reasonably satisfactory to the Parent (it being understood that the amounts paid on behalf of the applicable Sellers pursuant to this Section 2.02(h) constitute additional consideration for such Sellers’ Common Shares).
Appears in 1 contract
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall will consummate the following transactions at on the ClosingClosing Date:
(a) the Company and the Merger Sub shall will cause the Certificate of Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of DelawareDelaware in accordance with Section 1.01(b);
(b) in accordance with Section 1.041.02, the Parent shall deliverSection 1.03 and Section 1.04(b), as applicable, Acquiror will deposit, or cause to be delivereddeposited, by wire transfer of immediately available funds, into a custodial account established pursuant to the terms and conditions of a paying agent agreement substantially in the form of Exhibit G attached hereto, to be entered into on the Closing Date by Acquiror, the Representative and the Paying Agent (the “Paying Agent Agreement”), an aggregate amount (to be paid out in accordance with Section 1.03) equal to (i) the portion of the Closing Payment Amount set forth in the Estimated Closing Statement Merger Consideration payable to the Paying AgentStockholders in accordance with Sections 1.02(a) and 1.02(b) and (ii) the portion of the Closing Merger Consideration payable to the Warrantholder in accordance with Section 1.04(b);
(c) in accordance with Section 1.04(a), Acquiror will deposit, or cause to be deposited, with the Company, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the an account designated in writing by the CompanyRepresentative to Acquiror at least three (3) Business Days prior to the Closing Date, an aggregate amount equal to the portion of the Closing Merger Consideration payable to the Optionholders in accordance with Section 1.04(a);
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall deposit, or cause to be deposited, the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side Letter;
(f) subject to Section 5.05, the Parent shall Acquiror will repay, or cause to be repaid, on behalf of the Group CompaniesCompany and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance amount of all Closing Indebtedness under set forth in the Credit Agreementapplicable Pay-off Letters, by wire transfer of immediately available funds to in accordance with the account(s) designated by the holders of payment instructions in such IndebtednessPay-off Letters;
(ge) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall Acquiror will pay, or cause to be paid, on behalf of the CompanyCompany and its Subsidiaries, the Estimated Transaction Expenses, by wire transfer of immediately available funds, to the account(s) designated by each Person to whom such Estimated Transaction Expenses are to be paid; provided, that any amounts treated as wages for income Tax purposes shall be paid to the Company or its applicable Subsidiary, which shall promptly pay such amounts, less any applicable withholding Taxes;
(f) Acquiror will pay an amount equal to the Representative Reserve Fund to the Representative by wire transfer of immediately available funds as directed to an account designated in writing by Representative at least three (3) Business Days prior to the Closing Date;
(g) Acquiror will deposit an amount equal to the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Special Indemnity Escrow Amount with the Escrow Agent by wire transfer of immediately available funds to the accounts designated in writing by the RepresentativeEscrow Agent; and
(h) Acquiror, the Company and the Representative (on behalf of the Equityholders) will make such other deliveries as are required by Article III.
Appears in 1 contract
Sources: Merger Agreement (Phreesia, Inc.)
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) in accordance with Section 1.041.04(a), the Parent shall deliver, or cause to be delivered, deliver the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, deliver the Blocker Closing Option Consideration Payment Amount set forth in the Estimated Closing Statement to Aquiline and New York Life, as applicable, in accordance with the CompanyBlocker Purchase Agreements, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account account(s) designated in writing by the CompanyAquiline and New York Life, as applicable;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(e) the Parent shall deposit, or cause to be deposited, deposit the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterAccount;
(f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group CompaniesCompanies (including, if so desired, by directing the Company to use freely available Cash to repay), all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit Agreement, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;
(g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.
Appears in 1 contract
Sources: Merger Agreement (Brown & Brown Inc)
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing:
(a) the Company and the Merger Sub shall cause the Certificate Articles of Merger to be executed, acknowledged and filed with the Massachusetts Secretary of State of the State of DelawareCommonwealth;
(b) in accordance with Section 1.03, the Parent shall deliver the Stock Consideration as directed by the Representative by issuance of Parent Common Stock registered in the names of the Securityholders entitled thereto (exclusive of the Adjustment Share Reserve) and payment of the Cash Consideration by wire transfer of immediately available funds to the Securityholders as directed by the Representative (exclusive of the Representative Amount and the Adjustment Escrow Amount);
(c) in accordance with Section 1.04, the Parent shall deliver, or cause to be delivered, the Closing Payment Amount set forth in the Estimated Closing Statement to the Paying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Paying Agent;
(c) in accordance with Section 1.03, the Parent shall deliver, or cause to be delivered, the Closing Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company;
(d) in accordance with Section 1.05, the Parent shall deliver, or cause to be delivered, deliver to the Representative the Representative Amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Representative;
(ed) in accordance with Section 1.10, the Parent shall depositissue to the Escrow Agent that number of shares of Parent Common Stock equal to the Adjustment Share Reserve;
(e) in accordance with Section 1.10, or cause to be deposited, the Parent shall deposit the Adjustment Escrow Amount into the Adjustment Escrow Account in accordance with the Escrow Securityholders Side LetterAccount;
(f) subject to Section 5.05, the Parent shall repay, or cause to be repaid, on behalf of the Group CompaniesCompany, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness under the Credit AgreementIndebtedness, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;; and
(g) the Parent and the Company shall make such other deliveries as are required by Article VII hereof; and
(h) the Parent shall pay, or cause to be paid, on behalf of the Company, the Transaction Expenses by wire transfer of immediately available funds as directed by the Representative.
Appears in 1 contract