Closing Cash Payments. At the Closing, Acquirer shall cause to be deposited with Deutsche Bank Aktiengesellschaft, or if not available to serve in such capacity, such other paying agent as mutually agreed between Acquirer and the Company (the “Paying Agent”) an aggregate amount of cash equal to $598,000,000 minus the Adjustment Amount plus the Payoff Indebtedness minus the Indemnity Holdback Amount to: (i) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, the applicable portion of the Per Shareholder Cash Consideration payable to each Shareholder at the Closing as set forth in the Spreadsheet; (ii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the amount of the Promised Option Payment payable to the Promised Company Optionholder at the Closing as set forth in the Spreadsheet; (iii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the aggregate amount of the VSOP Payments payable to the holders of VSOPs at the Closing as set forth in the Spreadsheet; (iv) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the aggregate amount payable to the payee designated under the CH Agreement at the Closing as set forth in the Spreadsheet (the “CH Payment”); (v) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, to each Person to which any Estimated Transaction Expenses are owed, the Estimated Transaction Expenses (other than the payments contemplated by Section 1.3(b)(ii), Section 1.3(b)(iii), and Section 1.3(b)(iv)) payable to such Person as set forth in the applicable Closing Invoice; (vi) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, to each Person to which any Estimated Company Debt is owed, such Estimated Company Debt payable to such Person as set forth in the applicable Payoff Letter (including, for the avoidance of doubt, all Company Debt then owing under the SVB Facility) (the “Payoff Indebtedness”); (vii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Shareholders’ Agent, the Expense Fund Amount; and (viii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Shareholders’ Agent, the Purchase Price Adjustment Amount. The Estimated Cash Consideration shall be subject to adjustment following the Closing pursuant to Section 1.4, which, as adjusted, shall be the Final Cash Consideration. The aggregate amount payable in accordance with clauses (i) through (viii) as of the Closing is referred to in this Agreement as the “Closing Cash Payment.” For the avoidance of doubt, payments under Section 1.3(b)(v) and Section 1.3(b)(vi) shall be made in the currency denominated in the applicable Closing Invoice or applicable to the Payoff Indebtedness, as the case may be. After the Paying Agent’s receipt of the Closing Cash Payment, the Paying Agent shall be instructed by Acquirer and the Shareholders’ Agent to promptly pay the part of the Closing Cash Payment contemplated in the foregoing Sections 1.3(b)(i), 1.3(b)(iii), 1.3(b)(v), 1.3(b)(vii) and 1.3(b)(viii). The part of the Closing Cash Payment contemplated in the foregoing Sections 1.3(b)(ii), 1.3(b)(iv), and 1.3(b)(vi) shall be paid promptly after the Shares have transferred in accordance with Section 1.1(b) to Holdco.
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Samples: Share Purchase Agreement (Applovin Corp), Share Purchase Agreement (Applovin Corp)
Closing Cash Payments. At the Closing, Acquirer shall cause to be deposited with Deutsche Bank Aktiengesellschaft, or if not available to serve in such capacity, such other paying agent as mutually agreed between Acquirer and the Company (the “Paying Agent”) an aggregate amount of cash equal to $598,000,000 minus the Adjustment Amount plus the Payoff Indebtedness minus the Indemnity Holdback Amount to:
(i) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, the applicable portion The Closing Cash Payments of the Per Shareholder Cash Merger Consideration payable to each Shareholder at shall be comprised of the Closing as collective amounts set forth in the Spreadsheet;following wire transfers, to be made at Closing, subject to Section 2.2 below:
(iia) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the amount of the Promised Option Payment payable to the Promised Company Optionholder at the Closing as set forth in the Spreadsheet;
(iii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the aggregate amount of the VSOP Payments payable to the holders of VSOPs at the Closing as set forth in the Spreadsheet;
(iv) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the aggregate amount payable to the payee designated under the CH Agreement at the Closing as set forth in the Spreadsheet (the “CH Payment”);
(v) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, to each Person to which any Estimated Transaction Expenses are owed, the Estimated Transaction Expenses (other than the payments contemplated by Section 1.3(b)(ii), Section 1.3(b)(iii), and Section 1.3(b)(iv)) payable to such Person as set forth in the applicable Closing Invoice;
(vi) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, to each Person to which any Estimated Company Debt is owed, such Estimated Company Debt payable to such Person as set forth in the applicable Payoff Letter (including, for the avoidance of doubt, all Company Debt then owing under the SVB Facility) (the “Payoff Indebtedness”);
(vii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Shareholders’ Agent, the Expense Fund Amount; and
(viii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Shareholders’ Agent, the Purchase Price Adjustment Amount. The Estimated Cash Consideration shall be subject to adjustment following the Closing pursuant to Section 1.4, which, as adjusted, shall be the Final Cash Consideration. The aggregate amount payable in accordance with clauses (i) through (viii) as of the Closing is referred to in this Agreement as the “Closing Cash Payment.” For the avoidance of doubt, payments under Section 1.3(b)(v) and Section 1.3(b)(vi) shall be made in the currency denominated in the applicable Closing Invoice or applicable to the Payoff Indebtedness, as the case may be. After the Paying Agent’s receipt of the Closing Cash Payment, the Paying Agent shall be instructed by Acquirer and the Shareholders’ Agent to promptly pay the part portion of the Closing Cash Payment contemplated due to the SNIH Stockholders and set forth on Exhibit B;
(b) a portion of the payments due to the participants in the foregoing Sections 1.3(b)(i)Management Incentive Plan for the Acquired Companies (the “MIP”) as a result of the Merger, 1.3(b)(iii)as set forth on Exhibit B;
(c) the payment to the Escrow Agent of the amount otherwise payable to MIP participants that is to be held for eighteen (18) months to reimburse if necessary certain SNIH Stockholders to help satisfy any Closing indemnity claims made by Buyer hereunder;
(d) the payment to the Escrow Agent of the amount otherwise payable to the unaccredited investors who are SNIH Stockholders, 1.3(b)(v)which is to be held for 18 months to reimburse, 1.3(b)(viiif necessary, certain other SNIH Stockholders as a result of indemnity claims made by Buyer hereunder, as set forth on Exhibit B;
(e) the payment to the Escrow Agent of $500,000 as the Stockholders’ Representative expense amount and 1.3(b)(viii). The the separate payment of any expenses owed by the Acquired Companies for services rendered related to the Merger to the extent not paid prior to Closing;
(f) In addition to the amount set forth above, $619,584 of the Merger Consideration shall be paid to SNI Holdco (as a result of withholding obligations incurred in making certain payments to employees as part of the Closing Cash Payment contemplated in the foregoing Sections 1.3(b)(ii), 1.3(b)(iv), Closing) and 1.3(b)(vi) shall be included as an asset of the Acquired Companies in calculating the Closing Net Working Capital. The SNIH Stockholders agree that the Transaction Expenses of the SNIH Stockholders will be paid promptly from the Merger Consideration so that after the Shares Closing the Acquired Companies and Buyer will have transferred in accordance no liability for those including: (i) payments that may become due with Section 1.1(brespect to the MIP Plan; (ii) any payments due to HoldcoXxxxx Xxxxxxxx whose employment agreement is being terminated; (iii) any payments due to Xxxxxx Xxxxx, whose employment agreement is being terminated; and (iv) any commission or payment due to Xxxxx.
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Samples: Merger Agreement (GEE Group Inc.)
Closing Cash Payments. At the Closing, Acquirer subject to the terms and conditions of this Agreement, the Counterparty shall cause to be deposited with Deutsche Bank Aktiengesellschaftmake the following payments, or if not available to serve in such capacity, such other paying agent as mutually agreed between Acquirer and the Company (the “Paying Agent”) an aggregate amount of cash equal to $598,000,000 minus the Adjustment Amount plus the Payoff Indebtedness minus the Indemnity Holdback Amount to:
(i) payeach case, by wire transfer of immediately available funds, funds to such the accounts designated in the SpreadsheetClosing Payment Statement:
(i) to each Person identified in the Closing Payment Statement as a recipient of a payment in respect of Unpaid Company Transaction Expenses, the applicable portion of the Per Shareholder Cash Consideration amount payable to each Shareholder at the Closing such Person as set forth in the Spreadsheetspecified therein; provided, that any Unpaid Company Transaction Expenses that are compensatory payments to current or former Business Employees shall instead be paid to RF7 for subsequent payment to such Persons through payroll;
(ii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the amount of the Promised Option Payment payable to the Promised Company Optionholder at the Closing as set forth in the Spreadsheet;
(iii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the aggregate amount of the VSOP Payments payable to the holders of VSOPs at the Closing as set forth in the Spreadsheet;
(iv) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Company, the aggregate amount payable to the payee designated under the CH Agreement at the Closing as set forth in the Spreadsheet (the “CH Payment”);
(v) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, to each Person to which any Estimated Transaction Expenses are owed, the Estimated Transaction Expenses (other than the payments contemplated by Section 1.3(b)(ii), Section 1.3(b)(iii), and Section 1.3(b)(iv)) payable to such Person as set forth in the applicable Closing Invoice;
(vi) pay, by wire transfer of immediately available funds, to such accounts designated in the Spreadsheet, to each Person to which any Estimated Company Debt is owed, such Estimated Company Debt payable to such Person as set forth in the applicable Payoff Letter (including, for the avoidance of doubt, all Company Debt then owing under the SVB Facility) (the “Payoff Indebtedness”);
(vii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Shareholders’ Agent, the Expense Fund Amount; and
(viii) pay, by wire transfer of immediately available funds, to such account designated in the Spreadsheet, to the Shareholders’ Escrow Agent, the Purchase Price Adjustment Amount. The Escrow Amount for deposit in the Purchase Price Adjustment Escrow Account;
(iii) to RF7, in its capacity as lender under the Promissory Notes, the aggregate Promissory Note Repayment Amount in respect of all Sellers;
(iv) to each Seller, as a portion of the consideration payable to such Seller in respect of such Seller’s Units, an amount equal to their applicable portion of the Estimated Closing Cash Consideration shall be subject to adjustment following the Closing pursuant to Section 1.4, which, as adjusted, shall be the Final Cash Consideration. The aggregate amount payable in accordance with clauses (i) through (viii) as of the Closing is referred to in this Agreement as the “Closing Cash Payment.” For the avoidance of doubtPayment Allocation Schedule, payments under Section 1.3(b)(vless, if applicable, such Seller’s Promissory Note Repayment Amount;
(v) and Section 1.3(b)(vi) shall be made in the currency denominated in the applicable Closing Invoice or applicable to the Payoff IndebtednessSellers’ Representative, as an amount equal to the case may be. After Sellers’ Representative Expense Fund; and
(vi) to the Paying Agent’s receipt trust account of the Closing Cash PaymentDrinker Xxxxxx & Xxxxx LLP, the Paying Agent shall be instructed by Acquirer and the Shareholders’ Agent to promptly pay the part of the Closing Cash Payment contemplated in the foregoing Sections 1.3(b)(i), 1.3(b)(iii), 1.3(b)(v), 1.3(b)(vii) and 1.3(b)(viii). The part of the Closing Cash Payment contemplated in the foregoing Sections 1.3(b)(ii), 1.3(b)(iv), and 1.3(b)(vi) shall be paid promptly after the Shares have transferred in accordance with Section 1.1(b) to HoldcoPartnership Reserve True-Up Amount.
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