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Closing Payment Fund Sample Clauses

Closing Payment Fund. At or prior to the Closing, Parent will enter into an agreement with the Escrow Agent (or such other bank or trust company in the United States to be agreed upon by Parent, the Company and the Representative, the “Payment Agent”), which will provide that Parent will make available at the Effective Time to the Payment Agent cash in the amount necessary for the payment of the Merger Consideration (for the avoidance of doubt, including amounts required to fund the General Escrow Fund, the Litigation Escrow Fund and the Representative Fund) as specified and allocated in Section 1.4. At the Closing, Parent shall pay to the Insight Unitholders and the Accel Unitholders, the Additional Consideration in accordance with Section 1.4(h). Schedule 1.5 sets forth an illustrative payout schedule, which may be adjusted as the Company determines is necessary to conform to the terms of this Agreement (which for the avoidance of doubt will prevail in the event of any inconsistency between Schedule 1.5 and this Agreement), correct errors, and update assumptions and inputs in Schedule 1.5 for changes between the date hereof and Closing contemplated by this Agreement. Without limitation, the final calculation and distribution of the Merger Consideration is subject to adjustment in accordance with the Working Capital Adjustment, the payment of Third Party Expenses and the potential issuance of Company RSUs and Company Options in accordance with the Agreement.
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Closing Payment Fund. At or prior to the Closing, Parent shall enter into an agreement with Continental Stock Transfer and Trust (the “Payment Agent”) to act as the payment agent requiring Parent to make available at the Effective Time to the Payment Agent the Consideration Securities and cash in the amount necessary for the payment to the Estimated Purchase Price as set forth in the Estimated Closing Date Statement minus the Escrow Amount, the Expense Fund Amount and the Purchase Price Holdback Amount, which consideration shall be sent to the account designated by the Payment Agent (the “Payment Fund”). At the Closing, Parent will cause the Payment Fund to be deposited with the Payment Agent and will thereafter cause the Payment Agent to pay to each holder of record of any Purchased Equity from the Payment Fund the amount due to such holder in respect of such Purchased Equity in accordance with the terms of this Agreement. All fees and expenses of the Payment Agent will be paid by Parent. Subject to adjustment in accordance with this Agreement, the aggregate Merger Consideration shall be (i) $70,000,000 (the “Base Purchase Price”) minus (A) the amount of any Indebtedness that remains unpaid as of immediately prior to the Closing, minus (B) the amount of any Change of Control Payments that remain unpaid as of immediately prior to the Closing, minus (C) the amount of any Company Transaction Expenses, minus (D) the amount of any accrued Pre-Closing Taxes that remain unpaid as of immediately prior to the Closing (the resulting amount, the “Purchase Price”), plus (ii) $137,000,000, in the form of units of 54,914,505 LP Interests (the “Consideration Securities”), with the value per unit having been calculated based on a valuation of Parent equal to $[*] [Valuation of Parent].
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Closing Payment Fund. At the Closing (such applicable date, the “Funding Time”), Buyer shall deposit, or cause to be deposited, with ESOP Management and Trust Services Ltd. (the “Paying Agent”), an amount equal to the Total Consideration which shall be constituted of cash and shares of Buyer Ordinary Share issued pursuant to Section 2.1 and Section ‎2.2(a) (the dollar value of which shall be based on the Buyer Stock Price) as follows: (i) an amount equal to the Aggregate Cash Consideration, less (but without duplication) (A) the Escrow Amount and (B) the Representative Expense Amount, and (ii) the number of shares of Buyer Ordinary Share equal to the Aggregate Stock Consideration (such deposited funds being referred to herein as the “Closing Payment Fund”). All cash held from time to time in the Closing Payment Fund shall be invested by the Paying Agent in a non-interest bearing account as directed by Buyer pending payment thereof by the Paying Agent to the Company Securityholders in accordance with the terms hereof; provided, however, that no gain or loss thereon or income or loss generated thereby shall affect the amounts payable by Buyer to Company Securityholders pursuant to this Article 2. Promptly following the Closing, each Company Securityholder shall be entitled to receive from the Paying Agent (i) by delivery of a check, wire transfer or by such other payment or delivery mechanism approved by Buyer in its reasonable discretion, the cash constituting the portion of the Closing Payment Fund to which such Company Securityholder is entitled at Closing pursuant to Section 2.1 and Section 2.2, less any applicable Tax withholding in accordance with Section 2.5(d), and (ii) such number of shares constituting the portion of the Closing Payment Fund to which such Company Securityholder is entitled at Closing pursuant to Section 2.1 and Section 2.2, less any applicable Tax withholding. For the avoidance of doubt, Buyer may deliver the Aggregate Stock Consideration in a book-entry or similar position through The Depository Trust & Clearing Corporation or any other depository or similar functionary, credited to an account for the benefit of the applicable Company Securityholder. Notwithstanding anything to the contrary set forth in this Section 2.5 or elsewhere in this Agreement, Buyer shall cause the Paying Agent, to deliver any consideration described in this Section 2.5(a) with respect to Company 102 Securities and the Company 3(i) Options to the 102 Trustee to be held and rele...
Sample 1
Closing Payment Fund. At the Closing, Buyer shall deposit, or cause to be deposited, with Acquiom Financial LLC (in such capacity as payments administrator, the “Paying Agent”) (i) an amount in cash equal to the Closing Total Consideration, less (A) the Escrow Amount and (B) the Representative Expense Amount (such deposited funds being referred to herein as the “Closing Payment Fund”). The Closing Payment Fund (including all interest and other earnings from any investment of funds held from time to time in the Closing Payment Fund) shall be used solely and exclusively for purposes of paying the consideration to the Company Securityholders, as and to the extent specified in this Agreement, and shall not be used to satisfy any other obligations of the Company or any other Person. Subject to the terms of the Paying Agent Agreement, following the Closing, each Company Securityholder, and with respect to Company 102 Securities, the 102 Trustee, shall be entitled to receive, and the Paying Agent shall pay, subject to delivery to the Paying Agent by or on behalf of the applicable Company Securityholder, the information and documents set forth on Schedule I and Schedule II to the Paying Agent Agreement, from the Closing Payment Fund, by wire transfer or by such other payment mechanism approved by the applicable Company Securityholders and the Buyer in their reasonable discretion, the cash constituting the applicable portion of the Closing Payment Fund to which such Company Securityholder is entitled at Closing in accordance with the terms and subject to the conditions set forth herein (including Section 2.1, Section 2.2 and Section 2.3) and in accordance with and subject to the Payment Spreadsheet, less any applicable Tax withholding in accordance with Section 2.3(e). The Paying Agent shall be required to withhold any amounts required in accordance with the applicable Law (including the provisions of Section 102 of the Israel Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) unless the Israeli 102 Tax Ruling (or any other approval from the Israel Tax Authority received by either the Company or Buyer, including the Interim Options Tax Ruling provides otherwise).
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Closing Payment Fund. At or prior to the Closing, Parent shall enter into an agreement with the Escrow Agent (or such other bank or trust company in the United States having net assets of not less than $1,000,000,000, as may be designated by Parent, the “Payment Agent”), which shall provide that Parent shall make available at the Effective Time to the Payment Agent cash as necessary for the payment of the Merger Consideration as specified and allocated in ‎Section 1.4.
Sample 1
Closing Payment Fund. As soon as reasonably practicable (and in any event within one (1) Business Day) after the Effective Time, Acquirer shall cause to be deposited with Citibank, N.A. or other bank or trust company as Acquirer and the Company may mutually agree (the “Paying Agent”) in accordance with the paying agent agreement between the Paying Agent and Acquirer, for the benefit of (i) the Company Stockholders, (ii) Company Optionholders holding Vested Company Options and (iii) holders of outstanding Company Warrants, in each case as of immediately prior to the Effective Time, cash in an amount equal to (A) the Closing Payment minus (B) the aggregate Closing Per Option Consideration payable to holders of Vested Company Options, who are subject to income or employment Tax withholding by Acquirer or the Company (which will be paid in accordance with Section 1.4(c)(i)) (the “Closing Payment Fund”). Any earnings from investment of the Closing Payment Fund accruing pending disbursement shall be the sole and exclusive property of Acquirer and no part of such earnings shall accrue to the benefit of any Converting Holders.
Sample 1
Closing Payment Fund. As promptly as practicable following the Effective Time (but in any event within one business day following the Closing Date), Parent shall deposit, or cause to be deposited, with U.S. Bank National Association (the “Paying Agent”) an amount in cash equal to (i) the Merger Consideration less (ii) the sum of (A) the Escrow Amount and (B) the Securityholder Representative Expense Amount (such amount less such sum being referred to herein as the “Closing Payment Fund”), and shall deliver to the Paying Agent the Payment Spreadsheet. All amounts held from time to time in the Closing Payment Fund shall be invested by the Paying Agent as directed by Parent pending payment thereof by the Paying Agent to the Company Securityholders in accordance with the terms hereof. All interest and other earnings from any investment of funds held from time to time in the Closing Payment Fund shall be the sole and exclusive property of Parent, and no part of such interest or other earnings shall accrue to or for the benefit of any Company Securityholders.
Sample 1
Closing Payment Fund. As promptly as practicable following the Effective Time (but, in any event, within one Business Day following the Closing Date), Parent shall deposit, or cause to be deposited, with Xxxxx Fargo Bank, National Association (the “Paying Agent”) an amount in cash equal to the aggregate amounts payable pursuant to Section 2.7(b) (such funds being referred to herein as the “Closing Payment Fund”). All funds held from time to time in the Closing Payment Fund shall be invested by the Paying Agent as directed by Parent pending payment thereof by the Paying Agent to the Company Securityholders in accordance with the terms hereof. All interest and other earnings from any investment of funds held from time to time in the Closing Payment Fund shall be the sole and exclusive property of Parent, and no part of such interest or other earnings shall accrue to or for the benefit of any Company Securityholders. Notwithstanding anything to the contrary in this Agreement, in the event that the Closing Payment Fund is insufficient to make the aggregate payments contemplated by Section 2.7(b), Parent shall promptly deposit additional cash into the Closing Payment Fund in an amount sufficient to make all such payments on a timely basis.
Sample 1

Related to Closing Payment Fund

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Closing Payments At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Manager in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Manager as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Manager based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Manager on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Manager on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

  • Payment Fund “Payment Fund” is defined in Section 2.6(a) of the Agreement.

  • Settlement Fund All payments under this Section IV shall be made into the Settlement Fund, except that, where specified, they shall be made into the Settlement Fund Escrow. The Settlement Fund shall be allocated and used only as specified in Section V.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Consideration Payment The consideration paid to Contractor is the entire compensation for all Work performed under this Agreement, including all of Contractor's approved reimbursable expenses incurred, such as travel and per diem expenses, unless otherwise expressly provided, as set forth in Exhibit 8 (Fees, Pricing and Payment Terms).

  • Settlement Funds The Servicer shall be named as a payee on all insurance loss drafts and upon receipt thereof, the funds shall be credited to the Borrower's Insurance Proceeds balance and deposited into (a) where such funds will be applied to the repair and restoration of the related Mortgaged Property and where required by applicable state law, one or more separate escrow accounts, so that the balance on deposit in such accounts is fully insured at all times by the FDIC through either the BIF or SAIF or (b) where such funds will not be applied to the repair and restoration of the related Mortgaged Property, the respective Custodial P&I Account.

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

Most Referenced Clauses

Most Referenced Definitions