Common use of Acquiror Deliveries Clause in Contracts

Acquiror Deliveries. Acquiror shall deliver to the Company, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, certifying that each of the conditions set forth in clauses (a) and (b) of Section 6.2, has been satisfied; (ii) an Escrow Agreement, in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquiror; (iii) an Exchange Agent Agreement (the “Exchange Agent Agreement”) in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and executed by Acquiror and the Exchange Agent; (iv) payment to the Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(i) in exchange for all shares of Company Common Stock and pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Non-Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Common Stock and Company Non-Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Common Stock and Company Non-Employee Options; (v) payment to the Company or its designee payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Employee Options; (vi) payment to the Escrow Agent by wire transfer of immediately available funds the Escrow Amount and the Reserve in accordance with the provisions of the Escrow Agreement; (vii) payments of any amounts of money due and owing from the Company to third parties as Transaction Expenses set forth on the Closing Expenses Certificate; and (viii) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company or Company Subsidiary to such holder of outstanding Indebtedness immediately prior to the Effective Time as set forth on the Company Debt Certificate.

Acquiror Deliveries. Acquiror shall deliver to the CompanyCompany or other party as listed below, at or prior to the Closing, each of the following: (i) payment to the Paying Agent by wire transfer of immediately available funds an aggregate amount equal to the Initial Merger Consideration (less the amount of the Option Consideration) for further distribution to the Company Stockholders and the Company Noteholders pursuant to the terms of this Agreement; (ii) payment to the Surviving Corporation by wire transfer of immediately available funds (A) an amount equal to the amount of the Option Consideration and (B) an amount equal to the amount of the Plan Consideration for further distribution to the Company Optionholders and the Plan Participants, respectively, pursuant to the terms of this Agreement through the Surviving Corporation’s payroll payment system (in each case subject to applicable withholding Taxes); (iii) payment to the Paying Agent or the Surviving Corporation, as applicable, by wire transfer of immediately available funds any amounts of Transaction Expenses, Company Debt (to the extent being paid at Closing) and/or other money due and owing from the Company to such Persons as set forth on the Closing Certificate; (iv) payment to the Paying Agent by wire transfer of immediately available funds for further payment to the Company Holders’ Agent, an amount equal to the Reserve Amount for deposit into a bank account designated and controlled by the Company Holders’ Agent (the “Reserve Account”) to be used towards the costs and expenses, if any, incurred by the Company Holders’ Agent in defending and/or resolving any indemnification claims and the costs and expenses incurred by the Company Holders’ Agent in the performance of its obligations as Company Holders’ Agent. The Company Holders’ Agent shall distribute all amounts remaining in the Reserve Account to the Paying Agent (for the benefit of the Company Stockholders and the Company Noteholders) or the Surviving Corporation (for the benefit of the Company Optionholders and the Plan Recipients), in each case, for further distribution in accordance with each Company Holder’s Pro Rata Holdback Share, upon the completion of Company Holders’ Agent’s duties hereunder. (v) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, certifying to the effect that each of the conditions set forth in clauses clause (a) and (b) of Section 6.2, 6.2 has been satisfiedsatisfied (the “Acquiror Closing Certificate”); (iivi) an Escrow a Paying Agent Agreement, in substantially the form attached hereto as Exhibit B F (the “Escrow Paying Agent Agreement”), dated as of the Closing Date and executed by Acquiror; (iii) an Exchange Agent Agreement (the “Exchange Agent Agreement”) in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and executed by Acquiror and the Exchange Paying Agent; (iv) payment to the Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(i) in exchange for all shares of Company Common Stock and pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Non-Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Common Stock and Company Non-Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Common Stock and Company Non-Employee Options; (v) payment to the Company or its designee payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Employee Options; (vi) payment to the Escrow Agent by wire transfer of immediately available funds the Escrow Amount and the Reserve in accordance with the provisions of the Escrow Agreement; (vii) payments of any amounts of money due and owing from the Company to third parties as Transaction Expenses set forth on the Closing Expenses Certificate; and (viii) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company or Company Subsidiary to such holder of outstanding Indebtedness immediately prior to the Effective Time as set forth on the Company Debt Certificate.

Acquiror Deliveries. Acquiror shall deliver to the Company, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, certifying that each of the conditions set forth in clauses (a) and (b) of Section 6.2, 6.2 has been satisfied; (ii) an Escrow Agreement, in substantially the form attached hereto as Exhibit B C (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquiror; (iii) an Exchange Agent Agreement (Agreement, in a form agreed by the “Exchange Agent Agreement”) in substantially parties as of the form attached hereto as Exhibit Ddate hereof, dated as of the Closing Date and executed by Acquiror Acquiror, the Exchange Agent and the Exchange AgentSecurityholders’ Representative; (iv) payment to the Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate portion of the Estimated Merger Consideration payable pursuant to Section Sections 1.9(a)(i), (ii) and (v) of this Agreement in exchange for all shares of Company Common Capital Stock (excluding Excluded Shares) and pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Non-Employee Options that are outstanding and exercisable immediately prior to the Effective Time Warrants (or which become exercisable as a result of the consummation of the transactions contemplated hereby), amount shall be less (y) the Pro Rata Share of the Adjustment Escrow Amount, Indemnity Escrow Amount and Special Indemnity Escrow Amount in respect of the Company Common Capital Stock and Company Non-Employee OptionsWarrants, and (z) the Pro Rata Share of the Reserve in respect of the Company Common Capital Stock and Company Non-Employee OptionsWarrants); (v) payment to the Company or its designee designated payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate portion of the Estimated Merger Consideration payable pursuant to Section 1.9(a)(ii) the terms of this Agreement in exchange for cancellation of all Vested Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), amount shall be less (y) the Pro Rata Share of the Adjustment Escrow Amount, Indemnity Escrow Amount and Special Indemnity Escrow Amount in respect of the Vested Company Employee Options, Options and (z) the Pro Rata Share of the Reserve in respect of the Vested Company Employee Options); (vi) payment to the Escrow Agent by wire transfer of immediately available funds (A) the Combined Escrow Amount (excluding the Acquiror Pro Rata Share of the Adjustment Escrow Amount and Indemnity Escrow Amount) and (B) the Reserve Reserve, in each case in accordance with the provisions of the Escrow Agreement; (vii) payments of any amounts of money due and owing from the Company to third parties as Transaction Expenses set forth on the Estimated Closing Expenses Certificate; and (viii) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company or Company Subsidiary to such holder of outstanding Indebtedness immediately prior to as of the Effective Time close of business on the Closing Date, as set forth on the Company Debt Estimated Closing Certificate.

Acquiror Deliveries. Acquiror shall deliver to the Company (or if indicated below, deposit with the Exchange Agent, pay to others for the account of Company, or deliver to the Xxxxxx Trust), at or prior to the Closing, each of the following: (i) a A certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, certifying to the effect that each of the conditions set forth in clauses (aSection 7.2(a), Section 7.2(b) and (bSection 7.2(e) of Section 6.2, has have been satisfied; (ii) an Escrow Agreement, substantially in substantially the form attached hereto as Exhibit B C acceptable to Acquiror and the Company, (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquiror; (iii) an Exchange Agent Agreement (the “Exchange Agent a Lock-Up Agreement”) , in substantially the form attached hereto as Exhibit DD (the “Lock-Up Agreement”), dated as of the Closing Date and executed by Acquiror and the Exchange AgentAcquiror; (iv) payment to deposit with the Exchange Agent by wire transfer certificates representing shares of immediately available funds an amount equal Acquiror Common Stock issuable pursuant to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(i) terms of this Agreement in exchange for all shares of Company Common Stock Capital Stock, less the Clawback Shares (the “Exchange Fund”); (v) deposit with the Escrow Agent certificates representing Clawback Shares; (vi) payments to third parties of such amounts due and pursuant owing from the Company as Transaction Expenses, as set forth on the Closing Expenses Certificate, but not to Section 1.9(a)(iiexceed $100,000.00; (vii) an authorization letter, in exchange for cancellation form and substance mutually acceptable to Acquiror and Securityholders’ Representative, to the Acquiror’s transfer agent (the “Exchange Agent”) to issue the Closing Merger Consideration Shares at Closing in accordance with the Spreadsheet; (viii) the sum of all Company NonOne Million Dollars ($1,000,000) to the Xxxxxx Trust (the “Upfront Payment”) by wire transfer in immediately available funds to such account as directed in writing by the Securityholders’ Representative; (ix) an employment agreement between the Acquiror and Xxxxx Xxxxxx in the capacity of Chief Strategy Officer-Employee Options that are outstanding Wellness of the Acquiror, substantially in the form attached hereto as Exhibit E, containing terms and exercisable conditions substantially similar to the senior executives of the Acquiror in effect immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby“Xxxxxx Employment Agreement”), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Common Stock and Company Non-Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Common Stock and Company Non-Employee Options; (v) payment to the Company or its designee payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Employee Options; (vi) payment to the Escrow Agent by wire transfer of immediately available funds the Escrow Amount and the Reserve in accordance with the provisions of the Escrow Agreement; (vii) payments of any amounts of money due and owing from the Company to third parties as Transaction Expenses set forth on the Closing Expenses Certificate; and (viiix) [RESERVED]; (xi) payment to holders of outstanding IndebtednessIndebtedness set forth on Schedule 1.4(a)(xi), if any, by wire transfer of immediately available funds that the amount of money due and owing from the Company or Company Subsidiary to such holder holders of outstanding Indebtedness immediately prior to as of the Effective Time as set forth on Closing Date (the Company Debt Certificate“Indebtedness Pay-Off”).

Acquiror Deliveries. Acquiror shall deliver to the Company, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, certifying to the effect that each of the conditions set forth in clauses (aSection 7.2(a) and (bSection 7.2(b) of Section 6.2, has have been satisfied; (ii) an Escrow Agreement, in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), dated as of the Closing Date and executed by AcquirorAcquiror and the Escrow Agent; (iii) an Exchange a Paying Agent Agreement Agreement, in substantially the form attached as Exhibit C (the “Exchange Paying Agent Agreement”), and executed by Acquiror and the Paying Agent; (iv) the Certificate of Merger, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and executed by Acquiror and the Exchange AgentMerger Sub; (ivv) payment to the Exchange Paying Agent by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(i) the terms of this Agreement in exchange for all shares of Company Common Capital Stock and pursuant to Section 1.9(a)(ii) in exchange for cancellation of all the Company Non-Employee Options and the Company Warrants that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby)Time, less (yA) the aggregate Escrow Participant Pro Rata Share of the Adjustment Escrow Amount and the Indemnity Escrow Amount in respect of the Company Common Capital Stock and the Company Non-Employee OptionsWarrants, and (zB) the aggregate Escrow Participant Pro Rata Share of the Reserve Amount in respect of the Company Common Capital Stock and the Company Non-Employee OptionsWarrants; (vvi) payment to the Company or its designee current payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate Closing Merger Consideration payable pursuant to Section 1.9(a)(ii) in exchange for cancellation of all the Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Employee OptionsTime; (vivii) payment to the Escrow Agent of the Adjustment Escrow Amount and the Indemnity Escrow Amount by wire transfer of immediately available funds funds, to be deposited by the Escrow Amount Agent into the Adjustment Escrow Account and the Reserve Indemnity Escrow Account, respectively, and held and distributed by the Escrow Agent in accordance with the provisions terms of this Agreement and the Escrow Agreement; (viiviii) payment of the Reserve Amount to the Securityholders’ Representative by wire transfer of immediately available funds; (ix) payments of any amounts of money due and owing from the Company to third parties or the Company’s payroll provider, as applicable, as Transaction Expenses set forth on the Closing Expenses Certificate; and (viiix) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company or Company Subsidiary to such holder of outstanding Indebtedness immediately prior to as of the Effective Time Closing Date as set forth on the Company Debt Indebtedness Certificate.

Acquiror Deliveries. Acquiror shall deliver to the Company, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, certifying that each of the conditions set forth in clauses (a) and (b) of Section 6.2, 6.2 has been satisfied; (ii) an Escrow Agreement, in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquiror; (iii) an Exchange Agent Agreement (the “Exchange Agent Agreement”) in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit DCompany, dated as of the Closing Date and executed by Acquiror and the Exchange Agent; (iv) payment to the Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(i) in exchange for all shares of Company Common Stock and pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Non-Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Common Stock and Company Non-Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Common Stock and Company Non-Employee Options; (v) payment to the Company or its designee payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Employee Options, Options and (z) the Pro Rata Share of the Reserve in respect of the Company Employee Options; (vi) payment to the Escrow Agent by wire transfer of immediately available funds the Escrow Amount and the Reserve in accordance with the provisions of the Escrow Agreement; (vii) payments of any amounts of money due and owing from the Company to third parties as Transaction Expenses set forth on the Closing Expenses Certificate; and (viii) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company or Company Subsidiary to such holder of outstanding Indebtedness immediately prior to the Effective Time as set forth on the Company Debt Certificate.

Acquiror Deliveries. Acquiror shall deliver to the CompanyCompany (or if indicated below, deposit with the Exchange Agent), at or prior to the Closing, each of the following: (i) a A certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, certifying to the effect that each of the conditions set forth in clauses (aSection 7.2(a), Section 7.2(b) and (bSection 7.2(e) of Section 6.2, has have been satisfied; (ii) an Escrow Agreement, in substantially form and substance mutually acceptable to Acquiror and the form attached hereto as Exhibit B Company, (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquiror; (iii) an Exchange Agent Agreement (the “Exchange Agent a Lock-Up Agreement”) , in substantially the form attached hereto as Exhibit DB (the “Lock-Up Agreement”), dated as of the Closing Date and executed by Acquiror and the Exchange AgentAcquiror; (iv) payment to deposit with the Exchange Agent by wire transfer certificates representing shares of immediately available funds an amount equal Acquiror Common Stock issuable pursuant to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(i) terms of this Agreement in exchange for all shares of Company Common Stock and pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Non-Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby)Capital Stock, less (y) the Pro Rata Share of the Escrow Amount in respect of Shares (the Company Common Stock and Company Non-Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Common Stock and Company Non-Employee Options“Exchange Fund”); (v) payment to the Company or its designee payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of deposit with the Escrow Amount in respect of the Company Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Employee OptionsAgent certificates representing Escrow Shares; (vi) [intentionally reserved] (vii) payment to the Escrow Agent holders of outstanding Indebtedness set forth on Schedule 1.4(a)(vii), if any, by wire transfer of immediately available funds the Escrow Amount amount of money due and the Reserve in accordance with the provisions owing from Company or any of its Subsidiaries to such holders of outstanding Indebtedness as of the Escrow AgreementClosing Date; (viiviii) payments of any amounts of money due and owing from the Company to third parties as Transaction Expenses set forth on the Closing Expenses Certificate; (ix) Warrants, in substantially the form attached as Exhibit F (each an “Acquiror Warrant”), executed by Acquiror; (x) an authorization letter, in form and substance mutually acceptable to Acquiror and Securityholders’ Representative, to the Acquiror’s transfer agent (the “Exchange Agent”) to issue the Closing Merger Consideration Shares at Closing in accordance with the Spreadsheet; and (viiixi) payment board observer rights letters, in form and substance mutually acceptable to holders of outstanding IndebtednessAcquiror and the Company, if any, executed by wire transfer of immediately available funds that amount of money due Acquiror granting __________ and owing from the Company or Company Subsidiary to such holder of outstanding Indebtedness immediately prior __________ certain observer rights to the Effective Time as set forth on the Company Debt CertificateAcquiror’s board of directors.

Acquiror Deliveries. The Acquiror shall deliver to the CompanyCompany or other party as listed below, at or prior to before the Closing, each of the following: (i) delivery to the Exchange Agent by wire transfer of immediately available funds the Total Cash Merger Consideration pursuant to Section 1.10(b), less the Escrow Cash; (ii) delivery to the Escrow Agent by wire transfer of immediately available funds equal to the Escrow Cash; (iii) a certificate, dated as of the Closing Date, executed on behalf of the Acquiror by a duly authorized officer of Acquirorits Chief Executive Officer, certifying to the effect that each of the conditions set forth in clauses (aSection 6.2(a), Section 6.2(b), Section 6.2(d) and (bSection 6.2(e) of Section 6.2, has been satisfiedsatisfied (the “Acquiror Closing Certificate”); (iiiv) a certificate, dated as of the Closing Date, executed on behalf of the Acquiror by its Secretary, certifying (A) the Acquiror Organizational Documents and (B) resolutions of the Acquiror Board approving (1) the Merger, (2) this Agreement, and (3) the appointment to the Acquiror Board of the individuals identified in Section 5.10 (the “Acquiror Secretary’s Certificate”); (v) an Escrow Agreementescrow agreement, in substantially the form attached hereto as Exhibit B C (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquiror; (iii) an Exchange Agent Agreement (the “Exchange Agent Agreement”) in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and executed by Acquiror and the Exchange Escrow Agent; (iv) payment to the Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(i) in exchange for all shares of Company Common Stock and pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Non-Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Common Stock and Company Non-Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Common Stock and Company Non-Employee Options; (v) payment to the Company or its designee payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Employee Options; (vi) payment a certificate from the Secretary of State of the State of Delaware and some other appropriate officer or governmental authority of each other State or other jurisdiction in which the Acquiror is qualified to do business as a foreign corporation dated within three Business Days before the Closing Date certifying that the Acquiror is in good standing (to the Escrow Agent by wire transfer extent that the laws of immediately available funds such jurisdictions contemplate the Escrow Amount and the Reserve in accordance with the provisions issuance of the Escrow Agreementcertificate or other evidence of such good standing); (vii) payments of any amounts of money due and owing from delivery to the Company to third parties as Transaction Expenses set forth on Zimmermans the Closing Expenses CertificateAcquiror Note; and (viii) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing a report or correspondence from the Company or Company Subsidiary to such holder of outstanding Indebtedness immediately prior claims analyst for the Acquiror’s directors’ and officers’ liability insurance policy, in form and substance reasonably satisfactory to the Effective Time as set forth on Company, to the Company Debt Certificateeffect that such policy will cover and pay any damages, costs and expenses incurred by the Acquiror in the Tiberius Lawsuit, subject to any applicable deductibles, limitations and exceptions under such policy, which shall be described in reasonable detail in such report or correspondence.