Clarifications; Mechanics. Anything to the contrary notwithstanding:
(1) Out of the Closing Consideration payable at Closing for the Company Shares to be sold by the Selling Shareholders, Purchaser shall deliver the following:
(i) to the Escrow Agent, an amount in cash equal to the aggregate of (x) $5,000,000 (the “Escrow Amount”), plus (y) the amounts to be escrowed as set forth on Schedule 3 for consents not received in accordance with Sections 1.10(b)(17) and 1.10(b)(20), and in a form reasonably acceptable to Purchaser (the “Consent Escrow Amount”), plus (z) the IP Escrow, if any is set pursuant to Section 8.2(a) (together with the Escrow Amount and the Consent Escrow Amount, the “Aggregate Escrow Amount”);
(ii) to the Company, an amount in cash equal to the aggregate exercise price of all Derivative Securities exercised pursuant to Section 1.2(a) (the “Aggregate Exercise Price Amount”), on behalf and for the account of the holders of such Derivative Securities (i.e., such amount being taken from such holders’ portion of the Closing Consideration);
(iii) to GrowthPoint Technology Partners, on behalf and for the account of the Executing Selling Shareholders, an amount in cash equal to its fees and expenses payable at Closing as set forth in the Consideration Allocation Certificate (the “GrowthPoint Expenses”);
(iv) to Shareholder Representative Services LLC, on behalf and for the account of the Executing Selling Shareholders, an amount in cash equal to $50,000 (the “SRS Expenses”) and the Rep Reimbursement Amount (as defined below);
(v) to Xxxxx Day, on behalf and for the account of the Executing Selling Shareholders, an amount in cash equal to its fees and expenses payable at Closing as set forth in the Consideration Allocation Certificate (the “Xxxxx Day Expenses” and collectively with the GrowthPoint Expenses and the SRS Expenses, the “Transaction Expenses”);
(vi) to the Paying Agent, an amount in cash equal to the Closing Consideration minus the Transaction Expenses, minus the Aggregate Escrow Amount, minus the Rep Reimbursement Amount, minus the Aggregate Exercise Price Amount (the “Selling Shareholder Closing Consideration”), which shall be paid to the Selling Shareholders in accordance with the Consideration Allocation Certificate and the terms hereof. In addition, and with respect to each Selling Shareholders, severally and not jointly (conjointement et sans solidarité entre eux), Purchaser may deduct any withholding amounts as further described in this Article I.
(2) Nei...
Clarifications; Mechanics. Anything to the contrary notwithstanding:
(a) At the Closing, Purchaser shall deposit or cause the deposit of (i) the portion of the Shareholders Consideration less (ii) the Escrow Fund, with the Paying Agent, for disbursement by the Paying Agent, only upon receipt of a duly executed and completed letter of transmittal (which will include appropriate tax forms related to withholding of Israeli taxes and appropriate Form W-8/W-9 (or other appropriate United States tax form)), as shall be annexed as an annex to the Paying Agent Agreement, to each Selling Shareholder, or the 104H Trustee, as the case may be, in accordance with the Consideration Allocation Certificate and the terms hereof; provided that, solely with respect to the Key Executive, such deposit shall be equal to (i) his portion of the Shareholders Consideration less (ii) the Key Executive Share Consideration. With respect to any portion of the Shareholders Consideration that becomes payable to the Selling Shareholders after the Closing (including upon release of any portion of the Escrow Fund to the Selling Shareholders, and with respect to the Key Executive, the Key Executive Share Consideration), Purchaser and/or the Escrow Agent shall promptly deposit all such Consideration Shares with the Paying Agent, for disbursement by the Paying Agent to each Selling Shareholder or, subject to the receipt of the 104H Tax Ruling, to the 104H Trustee, in accordance with the Consideration Allocation Certificate, the provisions of the Escrow Agreement, the Holdback Agreement (as applicable) and the provisions hereof.
(b) At Closing, Purchaser shall deposit or cause the deposit the Key Executive Share Consideration with the 104H Trustee, to be retained by the 104H Trustee in accordance with the terms of the Holdback Agreement, and be released in accordance with this Agreement, the Escrow Agreement and the Holdback Agreement.
(c) Notwithstanding the above, at or as soon as reasonably practicable following the Closing, any portion of the Shareholders Consideration payable at Closing in respect of Company Shares received upon exercise of Section 102 Options and held by the Section 102 Trustee, shall be transferred by the Paying Agent to the 102 Trustee. Any further distributions to holders of Company Shares received upon exercise of Section 102 Securities shall be made in accordance with the terms of Section 2.04(a) (including the requirement to surrender the letter of transmittal by the 102 Trustee with respect ...
Clarifications; Mechanics. Anything to the contrary notwithstanding but subject to Section 2.02(g):
(a) At the Closing, Purchaser shall deposit or cause the deposit by the Paying Agent, of:
(i) An amount equal to the Closing Cash Consideration less (i) the aggregate cash portion of the Escrow Fund; (ii) any cash portion made to holder of Vested Company Options which are Section 102 Options (the “Section 102 Vested Options Cash Consideration”); (iii) any cash portion made to holders of Section 102 Shares (the “Section 102 Shares Cash Consideration”); and (iv) the Rep Expense Amount;
(ii) The Section 102 Vested Options Cash Consideration and the Section 102 Shares Cash Consideration, with the 102 Trustee.
(iii) The Financial Shareholders Stock Consideration, less (i) any portion of the Financial Shareholders Stock Consideration made to holder of Vested Company Options which are Section 102 Options (the “Section 102 Vested Options Stock Consideration”), and (ii) any portion of the Financial Shareholders Stock Consideration made to holders of Section 102 Shares (the “Section 102 Shares Stock Consideration”) with the Paying Agent;
(iv) The Section 102 Vested Options Stock Consideration and the Section 102 Shares Stock Consideration, with the 102 Trustee.
(v) The Independent Stock Consideration, with the Paying Agent for further deposit with the 104H Trustee;
(vi) The Holdback Stock Consideration, Paying Agent for further deposit with the 104H Trustee;
(vii) The Founders Deferred Cash Payment, with the Paying Agent.
(viii) The Earn-Out Cash Consideration, with the Paying Agent;
(ix) The Escrow Fund, with the Paying Agent for further deposit with the Escrow Agent; and
(x) The Rep Expense Amount, with the Paying Agent.
(b) The Closing Cash Consideration (and any subsequent cash payments) shall be released by the Paying Agent, only upon receipt of a duly executed and completed letter of transmittal (which will include appropriate tax forms related to withholding of Israeli taxes and appropriate Form W-8/W-9 (or other appropriate United States tax form)), as shall be annexed as an annex to the Paying Agent Agreement, to each Selling Shareholder, or the 104H Trustee, as the case may be, in accordance with the Consideration Allocation Certificate and the terms hereof.
