Closing Payment Procedures Sample Clauses
Closing Payment Procedures. Immediately after the Effective Time, the Surviving Corporation shall pay to Stockholder the Closing Payment by wire transfer of immediately available funds to an account or accounts that have been designated by Stockholder at least two Business Days prior to the Closing Date. If Stockholder or any of its Affiliates receives after the Closing any amount in respect of the sale by PIBI or any of its Affiliates of any portion of its equity interest in Contado or Serfinsa in conjunction with the exercise of a right of first refusal or otherwise, it shall promptly pay to Parent an amount equal to 25.5% of the After-Tax Aggregate Proceeds. Such payment shall be treated as an adjustment to the Merger Consideration for Tax purposes.
Closing Payment Procedures. Section 2.3 of the Merger Agreement is hereby amended by inserting the following at the end thereof: “Parent, Merger Sub, Stockholder and the Company hereby agree and acknowledge that to the extent Guarantor directly wires an amount equal to the Equity Commitment Amount plus the Overfund Amount to Stockholder, the payment of such amount shall constitute a payment on behalf of Company in partial satisfaction of the Company’s obligation to pay the Closing Payment to Stockholder hereunder. Notwithstanding anything to the contrary in the Agreement the Parties agree that the Estimated Closing Statement is the statement attached hereto as Exhibit 2.3, that Stockholder shall not be deemed to be in breach of any of its obligations hereunder with respect to the previous delivery of an estimated closing statement and that the attached Exhibit 2.3 shall satisfy in full Stockholder’s obligations pursuant to Section 2.4(a) to deliver the Estimated Closing Statement.”
Closing Payment Procedures