Certain Closing Date Payments. Subject to the terms and conditions of this Agreement, immediately following the Effective Time, Parent shall:
(i) pay, or cause to be paid, to the Paying Agent in accordance with the Paying Agent Agreement, the portion of the Estimated Merger Consideration payable to the Company Common Stockholders (other than in respect of Specified Shares) for further payment by the Paying Agent to each Company Common Stockholder (other than in respect of Specified Shares) in an amount equal to the product of (x) the Per Share Portion of the Estimated Merger Consideration multiplied by (y) the number of shares of Company Common Stock (other than Specified Shares) held by such Company Common Stockholder; provided, in the case of the portion of the Estimated Merger Consideration allocable to Grand Slam Holdings, LLC, Grand Slam Holdings, LLC may direct (no later than three (3) Business Days prior to the Closing Date) Parent to pay such portion directly to Grand Slam Holdings, LLC, in which case such portion shall not be paid to the Paying Agent;
(ii) pay, or cause to be paid, to the Surviving Corporation (i) on behalf of and as agent of the applicable Company Optionholders, the portion of the Estimated Merger Consideration allocable to the Company Optionholders and for further payment to each such Company Optionholder in an amount equal to the amount payable to each Company Optionholder as set forth in Section 3.1(b) in respect of such Company Optionholder’s Company Options and (ii) on behalf of and as agent of the applicable Company RSU Holders, the portion of the Estimated Merger Consideration allocable to the Company RSU Holders and for further payment to each such Company RSU Holder in an amount equal to the amount payable to each Company RSU Holder as set forth in Section 3.1(c) in respect of such Company RSU Holder’s Company RSUs; and
(iii) deliver, or cause to be delivered, to the Escrow Agent an amount to be held in the Escrow Account in accordance with the terms of the Escrow Agreement equal to $15,000,000 (the “Escrow Funds”).
Certain Closing Date Payments. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall:
(i) pay by wire transfer of immediately available funds to such account or accounts as Seller shall designate in writing to Purchaser not less than two Business Days prior to the Closing Date, an amount equal to (i) the Estimated Purchase Price, minus (ii) $75,000,000 (the “Working Capital Escrow Amount”) minus (iii) the Section 1.1(b) Escrow Amount, if any; and
(ii) deliver, or cause to be delivered, to the Escrow Agent an amount to be held in the Escrow Account in accordance with the terms of the Escrow Agreement equal to the sum of the Working Capital Escrow Amount and the Section 1.1(b) Escrow Amount, if any (collectively, the “Escrow Funds”).
Certain Closing Date Payments. In each case subject to the terms and conditions of this Agreement, at the Effective Time:
(i) Parent and R1 shall deposit, or cause to be deposited, with the Paying Agent in accordance with the Paying Agent Agreement cash representing the Estimated Cash Merger Consideration for further payment by the Paying Agent to each Company Stockholder in an amount equal to each such Company Stockholder’s Per Share Closing Cash Amount, respectively, in respect of the shares of Company Common Stock held by such Company Stockholder (other than the Specified Shares);
(ii) Parent and R1 shall deliver, or cause to be delivered, to the Escrow Agent, (A) the Purchase Price Adjustment Escrow Amount to secure any payment required pursuant to Section 3.06(e)(i) and (B) the Specified Matters Escrow Amount to secure any indemnification obligations of the Company Stockholders relating to the Specified Matters required pursuant to Article IX, or, if applicable, any payment required pursuant to Section 3.06(e)(i), in each case, to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement;
(iii) Parent and R1 shall deliver, or cause to be delivered, to an account specified by the Securityholder Representative to Parent no later than three Business Days prior to the Closing, the Securityholder Representative Expense Amount in cash, to be held and disbursed in accordance with this Agreement; and
(iv) The Company shall deliver, or cause to be delivered, to each Company Stockholder the certificates or evidence of book-entry shares representing the number of shares of capital stock of EMS Parent equal to the Per Share EMS Parent Share Amount relating to each share of Company Common Stock payable at Closing pursuant to Section 3.01(a)(iii).
Certain Closing Date Payments. Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall (a) pay, or cause to be paid, to the Seller an amount equal to the (i) Estimated Purchase Price minus (ii) the Escrow Amount, and (b) deposit the Escrow Amount with the Escrow Agent in accordance with the terms of the Escrow Agreement.
Certain Closing Date Payments. In each case subject to the terms and conditions of this Agreement, immediately following the Effective Time, Parent shall:
(i) pay, or cause to be paid, to Seller, the Estimated Merger Consideration in immediately available funds by wire transfer to the account designated by Seller no later than two Business Days prior to the Closing Date; and
(ii) deliver, or cause to be delivered, to the Escrow Agent an amount to be held in an escrow account (the “Escrow Account”) in accordance with the terms of the Escrow Agreement equal to $10,000,000 (the “Escrow Funds”).
Certain Closing Date Payments. Subject to the terms and conditions of this Agreement, at the Effective Time, upon delivery of a customary letter of transmittal mutually agreed by Parent and the Company Stockholder, Parent shall pay, or cause to be paid, to the Company Stockholder the Estimated Merger Consideration (other than in respect of Specified Shares) in an amount equal to the product of (i) the Per Share Portion of the Estimated Merger Consideration multiplied by (ii) the number of shares of Company Common Stock (other than such Specified Shares) held by the Company Stockholder.
Certain Closing Date Payments
