Clarifications; Mechanics Sample Clauses
Clarifications; Mechanics. Anything to the contrary notwithstanding:
(1) Out of the total number of Closing Consideration Shares, ninety percent (90%) shall be issued to the Selling Shareholders and the balance of ten percent (10%) will be issued for the benefit of the Selling Shareholders yet set aside in the Escrow Fund (the "Share Component of the Escrow Fund") as further described in this Section 2 and subject to forfeiture in accordance with Article XI. Notwithstanding anything to the contrary contained herein, in no event will the total number of Consideration Shares issued or issuable by Purchaser pursuant to this Agreement, including all Closing Consideration Shares and all Purchaser's Equity Awards, equal more than the Maximum Consideration Shares.
(2) Out of the Closing Cash Consideration payable at Closing, Purchaser shall extend to the Escrow Agent: (i) an amount in cash equal to ten percent (10%) of the Closing Cash Consideration (the "Cash Component of the Escrow Fund"); and (ii) an amount in cash equal to $200,000 as the Rep Reimbursement Amount - as further described in this Section 2, and the balance of Closing Cash Consideration will be paid to the Participating Rights Holders in accordance with the terms hereof. In addition, and with respect to each Participating Rights Holder, severally and not jointly, Purchaser may deduct any withholding amounts as further described in this Section 2.
(3) The Purchaser or any of its Representatives shall not be responsible for the determination of the Aggregate Consideration allocation. The Aggregate Consideration allocation will be presented in the Consideration Allocation Certificate, which will be deemed a Specified Representation of the Company. The Company also represents that the information and calculations set forth in the Consideration Allocation Certificate shall be made in accordance with the terms and conditions of this Agreement, the Company’s Articles of Association, and other relevant existing contractual arrangements among the Company, the holders of Company Shares, Company Optionholders and Company Warrantholders. Anything to the contrary notwithstanding, Purchaser shall be entitled to rely entirely upon the Consideration Allocation Certificate in connection with making the payments pursuant to this Agreement and neither the Holder Representatives nor any Equityholder shall be entitled to make any claim in respect of the allocation of the payments made by Purchaser to or for the benefit of any Equityholders to ...
Clarifications; Mechanics. Anything to the contrary notwithstanding:
(a) At the Closing, Parent shall deposit or cause the deposit with the Paying Agent of (i) an amount equal to the Secondary Consideration for payment to the Secondary Seller in accordance with the provisions of the Secondary Share Purchase Agreement, (ii) an amount equal to the Cash Consideration less the cash component of the applicable Escrow Fund in accordance with the Consideration Ratio Blend, and (iii) the Equity Consideration, less the (1) equity portion of the applicable Escrow Fund in accordance with the Consideration Ratio Blend, and (2) Mr. David's Holdback Shares (as defined herein) in all cases 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 Holdback Trustee, as the case may be, in accordance with the Consideration Allocation Certificate and the terms hereof. With respect to any portion of the Aggregate Consideration that becomes payable to the Selling Shareholders after the Closing (including upon release of any portion of the applicable Escrow Fund to the relevant Selling Shareholders or the Holdback Agreement with respect to Mr. David), Parent, Purchaser and/or the Escrow Agent shall promptly deposit all such Cash Consideration with the Paying Agent, for disbursement by the Paying Agent to each Selling Shareholder or to the Holdback Trustee, in accordance with the Consideration Allocation Certificate and the provisions of the Escrow Agreement, the Holdback Agreement (as applicable) and the provisions hereof.
(b) At Closing, Parent shall deposit or cause the deposit the Holdback Shares with the Holdback Trustee, to be heldback by the Holdback Trustee in accordance with the terms of the Holdback Agreement, and be released in accordance with this Agreement and the Holdback Agreement.
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.