Certain Merger Consideration Sample Clauses

Certain Merger Consideration. (a) Promissory Note and Note Payments. At the Closing, Parent shall --------------------------------- issue and deliver to a person designated by Labtec prior to the Effective Time, as collection agent (the "Collection Agent"), Parent's promissory note in the ---------------- principal amount of $1,065,000 (the "Promissory Note"). The Promissory Note --------------- shall (i) be payable to the Collection Agent, as collection agent, for the benefit of each holder of shares of Labtec Stock that are outstanding immediately prior to the Effective Time, (ii) be unsecured, (iii) be subordinated to all institutional indebtedness of Parent, (iv) bear interest at a rate of 10% per annum, (v) mature on the sixth anniversary of the date of the Closing, (vi) provide for the payment of the principal amount thereof in a lump- sum on the maturity date, (vii) provide for the payment of interest on a quarterly basis, (viii) be prepayable at any time, at Parent's option, in whole or in part, without premium or penalty, and (ix) provide that the Collection Agent shall be responsible for distributing to each holder of shares of Labtec Stock that are outstanding immediately prior to the Effective Time such holder's Applicable Fraction of any payments received from Parent pursuant to the Promissory Note (the "Note Payments"). ---- --------