Closing Payments. At the Closing, Parent shall deliver or cause to be delivered the following: 3.4.1. to an account designated in writing by the Payments Administrator prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the aggregate amount required to be paid with respect to the Shares (other than Common Stock being cancelled pursuant to Section 3.1.3 and any Dissenting Shares, and provided, that Parent shall be entitled to, and to instruct the Payments Administrator to, deduct and withhold from the aggregate Per Share Consideration payable at Closing to the obligors of the promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement; 3.4.2. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the aggregate Per Option Consideration payable in respect of all Vested Options, for further distribution by the Company to such Optionholders in accordance with Section 3.2.4, but not later than five (5) Business Days following the Closing Date; 3.4.3. to an account designed in writing by the Payments Administrator prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator in accordance with the 2011 Agreement (as directed by the 2011 Seller Representative); 3.4.4. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the 2011 Agreement; 3.4.5. to one or more accounts designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing; 3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and 3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Allstate Corp)
Closing Payments. At the Closing, Parent shall deliver or cause to be delivered the following:
3.4.1. to an account designated in writing by the Payments Administrator prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the aggregate amount required to be paid with respect to the Shares (other than Common Stock being cancelled pursuant to Section 3.1.3 and any Dissenting Shares, and provided, that Parent shall be entitled to, and to instruct the Payments Administrator to, deduct and withhold from the aggregate Per Share Consideration payable at Closing to the obligors of the promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interesta) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement;
3.4.2. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the aggregate Per Option Consideration payable in respect of all Vested Options, for further distribution by the Company to such Optionholders in accordance with Section 3.2.4, but not later Not less than five (5) Business Days following the Closing Date;
3.4.3. to an account designed in writing by the Payments Administrator prior to the Closing Date, Seller shall deliver to Buyer (x) a written statement in form and substance reasonably acceptable to Buyer and signed by the Chief Financial Officer of the Seller (the “Closing Estimated Statement”) setting forth the (i) the estimated Working Capital as of the date of the Closing Date (the “Estimated Working Capital”), (ii) (A) the amount, if any, by which the Estimated Working Capital is greater than the Working Capital Target (a “Closing Date Working Capital Surplus”), or (B) the amount, if any, by which the Working Capital Target is greater than the Estimated Working Capital (a “Closing Date Working Capital Deficiency”), (iii) the amount of Indebtedness of Seller, (iv) the amount of the Transaction Expenses, and (v) the resulting estimated Closing Payment (the “Estimated Closing Payment”) based on the estimates described in clauses (i) – (iv). The “Closing Payment” shall be a U.S. Dollar amount equal to the Purchase Price, plus the Closing Date Working Capital Surplus, if any, or minus the Closing Date Working Capital Deficiency, if any (as applicable), minus the Indebtedness of Seller, minus the Transaction Expenses. The Closing Estimated Statement, and each component thereof, shall be prepared in good faith and in a manner consistent with the Working Capital Principles and the applicable definitions of this Agreement and methodologies contained therein. The Closing Estimated Statement shall contain reasonably detailed support for each calculation set forth therein. After delivery of the Closing Estimated Statement, the Seller shall, and shall cause its officers and representatives to, (i) provide reasonable access to the Buyer and its representatives to the books and records and work papers used in the preparation of the Closing Estimated Statement and (ii) cooperate with and assist the Buyer and its representatives in connection with their review of the Closing Estimated Statement and the materials described in clause (i), including (without limitation) making available their senior management employees, accountants and other personnel who were involved in the preparation of the Closing Estimated Statement. Seller shall consider in good faith any revisions Buyer proposes in writing to the Closing Estimated Statement and make appropriate revisions agreed to by Seller to the Closing Estimated Statement in its good faith determination; provided, that each Party acknowledges and agrees that Xxxxx’s proposal of revisions or failure to propose any revisions to the Closing Estimated Statement shall not be deemed to waive or otherwise impair any rights of Buyer pursuant to this Agreement.
(b) Subject to the delivery of the items set forth in Section 11.2(d), at the Closing, Buyer shall pay, or cause to be paid, the Purchase Price as follows:
(i) to each holder of Indebtedness of Seller pursuant to the Payoff Letters, the amount required to repay in full all Indebtedness owed to each such holder on the Closing Date, in cash by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator funds in accordance with the 2011 Agreement (as directed by wire instructions set forth in the 2011 Seller Representative)applicable Payoff Letters;
3.4.4. (ii) to an account designated each creditor of Transaction Expenses described in writing by subparts (a) through (c) and subpart (f) within the Company prior definition of Transaction Expenses the amount required to pay in full all Transaction Expenses owed to such creditor on the Closing Date, in cash by wire transfer of immediately available fundsfunds in accordance with the wire instructions set forth in the applicable Invoice;
(iii) to Seller, an the amount attributable to the Transaction Expenses described in subparts (d) through (e) within the definition of Transaction Expenses;
(iv) to Seller, the aggregate amount equal to the 2012 Additional Payroll AmountEstimated Closing Payment. The Estimated Closing Payment shall be payable, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the 2011 Agreement;
3.4.5. to one or more accounts designated in writing by the Company prior to the Closing Date, cash by wire transfer of immediately available funds, an amount equal funds in accordance with the wire instructions delivered by Seller to such unpaid Equityholder Transaction Expenses as the Company requests in such writing;
3.4.6. to an account designated Buyer in writing by the Escrow Agent at least two (2) Business Days prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and
3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Eastern Bankshares, Inc.)
Closing Payments. (a) At the Closing, Parent shall Buyer will, or will cause Merger Sub to, deposit with the Paying Agent the aggregate Closing Class A Common Unit Payment and Closing Class B Unit Payment, payable to the Class A Common Unitholders and Class B Unitholders, respectively, as set forth in the Estimated Closing Statement by wire transfer of immediately available funds to the account designated by the Paying Agent no later than two (2) Business Days prior to the Closing Date.
(b) At the Closing, Buyer will, or will cause Merger Sub to, deliver or cause to the Escrow Agent (i) the Purchase Price Adjustment Escrow Deposit Amount and (ii) the Pride Utility Escrow Amount, in each case, by wire transfer of immediately available funds to a separate escrow account designated by the Escrow Agent no later than two (2) Business Days prior to the Closing Date (the account to which the Purchase Price Adjustment Escrow Deposit Amount is funded, the "Purchase Price Adjustment Escrow Account" and the account to which the Pride Utility Escrow Amount is funded, the "Pride Utility Escrow Account") and established pursuant to the terms of the escrow agreement to be dated as of the Closing Date and substantially in the form of Exhibit C attached hereto (the "Escrow Agreement"), by and among Buyer, the Representative and the Escrow Agent.
(c) At the Closing, Buyer will pay, or will cause Merger Sub to pay, to the Representative, the Representative Holdback Amount, by wire transfer of immediately available funds to an account designated by the Representative at least two (2) Business Days prior to the Closing Date.
(d) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses to such Persons as they are owed by wire transfer of immediately available funds to accounts designated by the Company at least two (2) Business Days prior to the Closing Date.
(e) At the Closing, Buyer will pay, or will cause Merger Sub to pay, on behalf of the Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 5.08 to fully discharge the following:Indebtedness owed to the Persons thereunder, as described therein, by wire transfer of immediately available funds to the accounts designated in such payoff letters.
3.4.1(f) In accordance with the paying agent agreement to be dated on or prior to the Closing Date and substantially in the form of Exhibit D attached hereto (the "Paying Agent Agreement"), the Paying Agent will act as the Representative's agent in delivering to each Class A Common Unitholder and Class B Unitholder its respective Closing Class A Common Unit Payment or Closing Class B Unit Payment, as applicable, as well as any amounts owed to such Class A Common Unitholders or Class B Unitholders pursuant to Section 1.07(e). At or after the Effective Time, upon delivery by a Class A Common Unitholder or Class B Unitholder of a duly executed letter of transmittal substantially in the form of Exhibit E attached hereto (the "Letter of Transmittal") to the Paying Agent, (i) the Paying Agent will pay each such Class A Common Unitholder or Class B Unitholder the Closing Class A Common Unit Payment or Closing Class B Unit Payment to which such Class A Common Unitholder or Class B Unitholder is entitled under Section 1.05 as set forth on the Estimated Closing Statement and (ii) each Class A Common Unitholder and Class B Unitholder will be irrevocably entitled to receive the portion of any amount payable under Section 1.07(e) with respect to such Class A Common Units or Class B Units held by such Class A Common Unitholder or Class B Unitholder immediately prior to the Effective Time. The Closing Class A Common Unit Payment or Closing Class B Unit Payment payable to a Class A Common Unitholder or Class B Unitholder will be made by wire transfer of immediately available funds to an account designated in writing by such Class A Common Unitholder or Class B Unitholder in the Payments Administrator Letter of Transmittal, unless alternative arrangements are specified by such holder in the Letter of Transmittal, to the extent permitted by the Letter of Transmittal. Each such Class A Common Unitholder or Class B Unitholder that makes the deliveries to the Paying Agent required by this Agreement and the Paying Agent Agreement prior to the Closing DateDate will be paid his, by wire transfer of immediately available fundsher or its applicable Closing Class A Common Unit Payment or Closing Class B Unit Payment on the same Business Day as the Effective Time, an amount equal or as soon as possible thereafter. Each such Class A Common Unitholder or Class B Unitholder that makes the deliveries to the aggregate amount Paying Agent required to by this Agreement and the Paying Agent Agreement on or after the Closing Date will be paid his, her or its applicable Closing Class A Common Unit Payment or Closing Class B Unit Payment as soon as possible after delivery thereof is made (but in any event no later than two (2) Business Days after the date such delivery thereof is made).
(g) At any time that is more than one (1) year after the Effective Time, Buyer may cause the Paying Agent to pay over to the Surviving Company any portion of the Closing Class A Common Unit Payment or Closing Class B Unit Payment that had been delivered to the Paying Agent (including any interest received thereon) and that has not been disbursed to Class A Common Unitholders or Class B Unitholders as of such date (other than any amounts then subject to dispute). After the Paying Agent makes such payments to the Surviving Company, all former Class A Common Unitholders and Class B Unitholders will be entitled to look only to the Surviving Company (subject to any applicable abandoned property, escheat and other similar Laws) as general creditors thereof with respect to the Shares (other than Common Stock being cancelled cash payable pursuant to Section 3.1.3 and any Dissenting Shares, and provided, that Parent shall be entitled to, and to instruct the Payments Administrator to, deduct and withhold from the aggregate Per Share Consideration payable at Closing to the obligors this Agreement. None of the promissory notes between Surviving Company, Buyer, Merger Sub, the Company and certain current and former employees of Representative or the Company or Paying Agent will be liable to any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement;
3.4.2. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the aggregate Per Option Consideration payable Person in respect of all Vested Options, for further distribution by the Company amounts paid to such Optionholders in accordance with Section 3.2.4, but not later than five (5) Business Days following the Closing Date;
3.4.3. to an account designed in writing by the Payments Administrator prior a Governmental Body to the Closing Dateextent required under any applicable abandoned property, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator in accordance with the 2011 Agreement (as directed by the 2011 Seller Representative);
3.4.4. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the 2011 Agreement;
3.4.5. to one escheat or more accounts designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing;
3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and
3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with this Agreementsimilar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Primoris Services Corp)
Closing Payments. (a) At the Closing, Parent shall deliver or cause to be delivered the following:
3.4.1. (i) only if a Debt Merger Notice has been timely delivered and if the Debt Financing is funded in full as of the date that the Closing is required to an account designated in writing by occur pursuant to Section 2.1, then immediately following the Payments Administrator prior Debt Merger, the Company shall distribute to the Closing DateSellers an aggregate amount equal to the Cash Distribution Amount based on each Seller’s Pro Rata Portion, by wire transfer of immediately available funds, funds to the account or accounts set forth in the Payment Spreadsheet;
(ii) Buyer shall pay to the Sellers an aggregate amount equal to the aggregate amount required to be paid with respect to the Shares (other than Common Stock being cancelled pursuant to Section 3.1.3 and any Dissenting Shares, and provided, that Parent shall be entitled to, and to instruct the Payments Administrator to, deduct and withhold from the aggregate Per Share Consideration payable at Funded Closing to the obligors of the promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement;
3.4.2. to an account designated in writing by the Company prior to the Closing DateConsideration, by wire transfer of immediately available funds, an amount equal funds to the aggregate Per Option Consideration payable account or accounts set forth in respect the Payment Spreadsheet;
(iii) immediately following the Debt Merger if the Debt Financing is funded in full as of all Vested Optionsthe date that the Closing is required to occur pursuant to Section 2.1, for further distribution by the Company to such Optionholders shall pay, or if the Debt Financing is not so funded, Buyer shall pay in accordance with Section 3.2.4the Payment Spreadsheet, but not later than five to the Company’s lenders and other creditors referred to in the Estimated Company Closing Statement (5as defined below), cash in amounts set forth in the Estimated Company Closing Statement with respect to any Indebtedness for Borrowed Money to be paid off at Closing, in each case in accordance with the applicable Payoff Letter;
(iv) Business Days immediately following the Debt Merger if the Debt Financing is funded in full as of the date that the Closing Date;
3.4.3. is required to an account designed occur pursuant to Section 2.1, the Company shall pay, or if the Debt Financing is not so funded, Buyer shall pay in writing accordance with the Payment Spreadsheet, to the payees of Company Transaction Expenses which are being paid as of the Closing as contemplated by the Payments Administrator prior to Estimated Company Closing Statement and in accordance with the Closing DatePayment Spreadsheet (each as defined below), cash in amounts set forth in the Payment Spreadsheet by wire transfer of immediately available funds, an amount equal funds to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated respective accounts set forth in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator in accordance with the 2011 Agreement Payment Spreadsheet; and
(as directed by the 2011 Seller Representative);
3.4.4. to an account designated in writing by the Company prior v) Buyer shall pay to the Closing Date, Sellers’ Representative the Sellers’ Representative Holdback Amount by wire transfer of immediately available funds, an amount equal funds to the 2012 Additional Payroll Amountaccount or accounts set forth on the Payment Spreadsheet.
(b) The Sellers and the Buyer agree that the amounts referred to in Sections 1.7(a)(i), 1.7(a)(ii) and 2.4(f) and any other amounts due or owing to the Sellers under this Agreement shall be paid to the applicable Seller based on such Seller’s pro rata portion of the Transferred Securities as stated in identified on Exhibit A (the 2012 Additional Purchase Price Statement, for further distribution “Pro Rata Portion”) and the Payment Spreadsheet. Each Seller and the Buyer agrees that any amount due or owing by the Company in accordance with the 2011 Agreement;
3.4.5. to one or more accounts designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing;
3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and Sellers under this Agreement; and
3.4.7, including under Section 2.4(f), will be made on a several (and not joint) basis based on each Seller’s Pro Rata Portion. to an account designated For the avoidance of doubt, the foregoing sentence shall not limit in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with this Agreementany way TAO Parent’s Shortfall Guaranty.
Appears in 1 contract
Samples: Transaction Agreement (Madison Square Garden Entertainment Corp.)
Closing Payments. (a) At the Closing, Parent shall deliver Buyer will deliver, or cause to be delivered delivered, an amount in cash equal to: (i) the following:
3.4.1. Estimated Purchase Price minus (ii) the Adjustment Escrow Deposit Amount minus (iii) the Receivables Escrow Deposit Amount minus (iv) the Representative Expense Fund (the “Closing Payment”) to an account designated Sellers, in writing by the Payments Administrator prior to the accordance with their respective Closing DatePercentages, by wire transfer of immediately available funds, an amount equal to funds in accordance with the aggregate amount required to be paid with respect to the Shares Seller Payment Instructions. Each Seller agrees that (other than Common Stock being cancelled pursuant to Section 3.1.3 and any Dissenting Shares, and provided, that Parent A) Buyer shall be entitled toto rely on the Seller Payment Instructions in making payments under this Section 1.03, Section 1.04 and any other payments to Sellers pursuant to this Agreement, and (B) Buyer shall not be responsible for the calculations or the determinations regarding such calculations in the Seller Payment Instructions.
(b) At the Closing, Buyer will deliver, or cause to instruct the Payments Administrator tobe delivered, deduct and withhold from the aggregate Per Share Consideration payable at Closing to the obligors of the promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement;
3.4.2. to an account designated in writing by the Company prior to the Closing Date, Escrow Agent by wire transfer of immediately available fundsfunds the (x) the Adjustment Escrow Deposit Amount and the (y) Receivables Escrow Deposit Amount, an amount equal to the aggregate Per Option Consideration payable in respect of all Vested Options, for further distribution separate escrow accounts designated by the Company to such Optionholders in accordance with Section 3.2.4, but not Escrow Agent no later than five (5) Business Days following the Closing Date;
3.4.3. to an account designed in writing by the Payments Administrator prior to the Closing DateDate (the “Escrow Accounts”) and established pursuant to the terms of an escrow agreement to be dated as of the Closing Date and in the form attached as Exhibit C (the “Escrow Agreement”), among Buyer, Seller Representative and the Escrow Agent. The Escrow Agent shall (i) maintain the Adjustment Escrow Funds separately from other funds held by the Escrow Agent (including the Receivables Escrow Funds) in the Adjustment Escrow Account, and (ii) maintain the Receivables Escrow Funds separately from other funds held by the Escrow Agent (including the Adjustment Escrow Funds) in the Receivables Escrow Account, and such Receivables Escrow Funds shall be Buyer’s sole and exclusive source of recovery for any amounts owing to Buyer or, following the Closing, the Company or its Subsidiaries pursuant to Section 10.06.
(c) At the Closing, Buyer will pay, or cause to be paid, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses in cash by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator funds in accordance with the 2011 Agreement applicable Transaction Expenses Invoices.
(as directed by d) At the 2011 Closing, Buyer will pay, or cause to be paid, to the Seller Representative);
3.4.4. to an account designated , on behalf of Sellers, the Representative Expense Fund in writing by the Company prior to the Closing Date, cash by wire transfer of immediately available funds, an amount equal funds to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution accounts designated by the Company in accordance with the 2011 Agreement;
3.4.5. to one or more accounts designated in writing by the Company at least five (5) Business Days prior to the Closing Date.
(e) At the Closing, Buyer will pay, or cause to be paid, to each holder of Payoff Indebtedness in cash by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing;
3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and
3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative funds in accordance with this Agreementthe applicable Payoff Letters.
Appears in 1 contract
Closing Payments. (i) Not less than two (2) business days prior to the Closing, the Company shall deliver to Parent a reasonably detailed statement (based on the balance sheet and other financial statements of the Company and its Subsidiaries as of October 31, 2016, plus all known changes and adjustments occurring since October 31, 2016) setting forth the Company’s good faith estimates of (i) the Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”), and (ii) the Transaction Expenses (the “Estimated Transaction Expenses”).
(ii) Such statement (the “Estimated Closing Statement”) also shall set forth the amount of the Closing Date Indebtedness, if applicable. The Estimated Closing Statement shall be certified by the Seller and shall be accompanied by such supporting documentation as Parent shall reasonably request. The Company shall make its Representatives available to Parent during the two (2) business days referenced in the first sentence of subsection (a)(i) to respond to any questions or requests that Parent may have with respect to the Estimated Closing Statement.
(iii) For purposes of this Agreement, the “Estimated Purchase Price” shall be a cash payment equal to the Base Amount, plus (i) the amount by which the Estimated Closing Date Net Working Capital exceeds the Closing Date Net Working Capital Target, if applicable, minus (ii) the amount by which the Closing Date Net Working Capital Target exceeds the Estimated Closing Date Net Working Capital, if applicable, minus (iii) the Closing Date Indebtedness, and minus (iv) the Estimated Transaction Expenses.
(iv) At the Closing, Parent shall deliver or cause to be delivered the following:
3.4.1. to an account designated in writing by the Payments Administrator prior pay to the Closing DateSeller, by wire transfer of immediately available funds, an amount equal to the aggregate amount required to be paid with respect to the Shares (other than Common Stock being cancelled pursuant to Section 3.1.3 and any Dissenting Shares, and provided, that Parent shall be entitled to, and to instruct the Payments Administrator to, deduct and withhold from the aggregate Per Share Consideration payable at Closing to the obligors of the promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement;
3.4.2. to an account funds into accounts designated in writing by the Company Seller not less than three (3) business days prior to the Closing Date, by (i) the Estimated Purchase Price, minus (ii) the Escrow Amount (the “Adjusted Estimated Purchase Price”).
(v) Subject to the receipt of customary payoff letters, to the extent the Company has not previously made such payment on or prior to the Closing, at the Closing, (i) Parent shall cause wire transfer transfers of immediately available funds, funds to be made to an amount equal to the aggregate Per Option Consideration payable in respect of all Vested Options, for further distribution account designated by the Company to such Optionholders in accordance with Section 3.2.4, but not later than five Bank Lender under the Loan Agreement at least two (52) Business Days following the Closing Date;
3.4.3. to an account designed in writing by the Payments Administrator prior to the Closing Date, by wire transfer of immediately available funds, in an amount equal to the 2012 Additional Purchase Price Amount less total Indebtedness under the 2012 Additional Payroll AmountLoan Agreement, each as stated together with all other amounts then due and payable thereunder in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator in accordance connection with the 2011 Agreement termination thereof and (as directed by ii) at the 2011 Seller Representative);
3.4.4. to an account designated in writing by direction of the Company prior to the Closing DateSeller, by Parent shall cause wire transfer transfers of immediately available funds, an amount equal funds to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the 2011 Agreement;
3.4.5. be made to one or more accounts designated in writing by the Company Sellers at least two (2) business days prior to the Closing Date, by wire transfer Date in payment of immediately available funds, an amount equal to such unpaid Equityholder the Transaction Expenses that are reflected on the Estimated Closing Statement (including that may be due and owing to Lazard (as the Company requests in such writing;
3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and
3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with this Agreementdefined hereinafter)).
Appears in 1 contract
Closing Payments. At the Closing, Parent shall deliver or cause to be delivered the following:
3.4.1. (i) Buyer shall pay the Adjustment Escrow Amount to the Escrow Agent in accordance with the Funds Flow Memorandum.
(ii) Buyer shall pay $250,000 (the “Seller Administrative Expense Fund”) to an account designated in writing by the Payments Administrator prior Seller Representative in accordance with the Funds Flow Memorandum.
(iii) Buyer shall pay, on behalf of the Company, all Closing Indebtedness included in the Estimated Indebtedness Amount and described in the Payoff Letters in accordance with the Payoff Letters.
(iv) Buyer shall pay, on behalf of the Company, all Seller Transaction Expenses included in Estimated Seller Transaction Expenses and described in the Invoices in accordance with the Invoices; provided that, in addition, any Seller Transaction Expenses to be paid at the Closing and treated as wages to a current or former employee of the Company shall be paid to the Closing DateCompany, which shall pay the applicable payee such amount, less applicable withholding Taxes, through the Company’s payroll system. Buyer shall cause the 2021 Annual Bonuses and the Special Transaction Bonuses to be paid by wire transfer of immediately available fundsthe Company to its employees, in the amounts approved in the Bonus Authorizing Resolutions, no later than December 31, 2021.
(v) Buyer shall pay the Sellers in accordance with the Funds Flow Memorandum an aggregate amount equal to the aggregate Base Purchase Price, minus [a] the Adjustment Escrow Amount, minus [b] the amount required to be paid with respect to the Shares (other than Common Stock being cancelled pursuant to Section 3.1.3 and any Dissenting Shares, and provided, that Parent shall be entitled to, and to instruct the Payments Administrator to, deduct and withhold from the aggregate Per Share Consideration payable at Closing to the obligors of the promissory notes between Seller Administrative Expense Fund, plus [c] the Company and certain current and former employees of Estimated Cash Amount, minus [d] the Company Estimated Indebtedness Amount, minus [e] the Estimated Seller Transaction Expenses, plus [f] the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Net Working Capital Target, minus [g] the amount, if any, by which the Estimated Closing Net Working Capital is less than the Net Working Capital Target, minus [h] the Rollover Amount (collectively, the “Closing Date Purchase Price Payments”). Notwithstanding anything in the contrary in this Agreement, Buyer shall have no liability or other obligation to any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding Person (including principal and any accrued interestSeller) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement;
3.4.2. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the aggregate Per Option Consideration payable in respect of all Vested Options, for further distribution by the Company to such Optionholders in accordance with Section 3.2.4, but not later than five (5) Business Days following allocation of the Closing Date;
3.4.3. to an account designed in writing by the Date Purchase Price Payments Administrator prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator extent paid in accordance with the 2011 Agreement (as directed by the 2011 Seller Representative);
3.4.4. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the 2011 Agreement;
3.4.5. to one or more accounts designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing;
3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and
3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with this AgreementFunds Flow Memorandum.
Appears in 1 contract
Samples: Unit Purchase Agreement (CNL Strategic Capital, LLC)
Closing Payments. (a) At the Closing, Parent Purchaser shall, or shall deliver or cause the Merger Sub to be delivered pay on behalf of the following:
3.4.1. Company, to an account such accounts designated in writing by any Payoff Letter with respect to the Payments Administrator Credit Facility delivered at least two (2) Business Days prior to Closing, the amount(s) set forth therein.
(b) At the Closing, Purchaser shall, or shall cause the Merger Sub to, pay out of the Closing DateDate Class A Merger Consideration to the Paying Agent, by wire transfer of immediately available funds, an amount equal to the aggregate amount required to be paid with respect sum of (i) the Aggregate Common Stock Closing Payment Amount plus (ii) the Aggregate Preferred Stock Closing Payment Amount payable to the Shares Stockholders entitled to a portion of such amount, as set forth in the Pre-Closing Statement, to the account designated to Purchaser by the Paying Agent no later than two (other than Common Stock being cancelled pursuant 2) Business Days prior to Section 3.1.3 and any Dissenting Sharesthe Closing.
(c) At the Closing, and providedPurchaser shall, that Parent or shall be entitled cause the Merger Sub to, pay the Class B Merger Consideration and to instruct the Payments Administrator toClass C Merger Consideration, deduct and withhold from the aggregate Per Share Consideration payable at Closing in each case, by wire transfer of immediately available funds, to the obligors of the promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), accounts designated to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement;
3.4.2. to an account designated in writing Purchaser by the Company no later than two (2) Business Days prior to the Closing.
(d) At the Closing, Purchaser shall, or shall cause the Merger Sub to, pay out of the Closing DateDate Class A Merger Consideration to the Company, by wire transfer of immediately available funds, an amount equal to the aggregate Per Aggregate Option Consideration Closing Payment Amount payable to the Optionholders entitled to a portion of such amount, as set forth in respect of all Vested Options, for further distribution the Pre-Closing Statement to an account designated by the Company to such Optionholders in accordance with Section 3.2.4, but not Purchaser no later than five two (52) Business Days following the Closing Date;
3.4.3. to an account designed in writing by the Payments Administrator prior to the Closing Date.
(e) At the Closing, Purchaser shall pay, or shall cause the Surviving Company to pay, by wire transfer of immediately available funds, the Estimated Transaction Expenses to the account(s) designated by the Company on the Pre-Closing Statement.
(f) At the Closing, Purchaser shall, or shall cause the Merger Sub to, deposit out of the Closing Date Class A Merger Consideration, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Adjustment Escrow Amount, each as stated to be held in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator Adjustment Escrow Account in accordance with the 2011 Agreement terms of the Escrow Agreement.
(as directed by g) At the 2011 Seller Representative);
3.4.4. to an account designated in writing by Closing, Purchaser shall, or shall cause the Company prior to Merger Sub to, transfer, out of the Closing DateDate Class A Merger Consideration, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Payroll Stockholder Representative Expense Amount, to the Stockholder Representative Expense Account as stated in designated by the 2012 Additional Purchase Price Stockholder Representative on the Pre- Closing Statement, for further distribution to be held, used and disbursed by the Company Stockholder Representative in accordance with the 2011 Agreement;terms of Section 11.15.
3.4.5. to one or more accounts designated in writing by (h) At the Closing, the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing;
3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Dateshall transfer, by wire transfer of immediately available funds, an amount equal to the Special Escrow Amount, to the Special Escrow Account, to be held held, used and disbursed by the Escrow Agent pursuant to Purchaser in accordance with the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and
3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with this AgreementArticle 10.
Appears in 1 contract
Samples: Merger Agreement (Deluxe Corp)
Closing Payments. Subject to the full satisfaction (or waiver in accordance with ARTICLE VIII) of the closing conditions set forth in ARTICLE VIII (other than the conditions that by their nature only can be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at the Closing, Buyer will make the payments set forth below:
(a) At the Closing, Parent shall Buyer will deliver or cause an amount equal to be delivered the following:
3.4.1. Estimated Purchase Price minus the Adjustment Escrow Deposit Amount to an Seller by wire transfer of immediately available funds to the account designated in writing by the Payments Administrator Seller no later than two (2) Business Days prior to the Closing Date.
(b) At the Closing, Buyer will deliver the Adjustment Escrow Deposit Amount to the Escrow Agent by wire transfer of immediately available funds to an escrow account designated by the Escrow Agent no later than two (2) Business Days prior to the Closing Date (the “Adjustment Escrow Account”) and established pursuant to the terms of an escrow agreement to be dated as of the Closing Date and substantially in the form attached as Exhibit A (the “Adjustment Escrow Agreement”), among Buyer, Seller and the Escrow Agent. The Adjustment Escrow Account will be maintained separately from other funds held by the Escrow Agent and will be Buyer’s sole and exclusive source of recovery for any amounts owing to Buyer or, following the Closing, the Company or its Subsidiaries under Section 1.04.
(c) At the Closing, Buyer will pay, on behalf of the Company and its Subsidiaries, all Estimated Transaction Expenses to such Persons as they are owed by wire transfer of immediately available funds to accounts designated in invoices delivered by the Company at least two (2) Business Days prior to the Closing Date.
(d) At the Closing, Buyer will pay, on behalf of the Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 6.08 in order to fully discharge the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds, an amount equal funds to the aggregate amount required to be paid with respect to the Shares (other than Common Stock being cancelled pursuant to Section 3.1.3 and any Dissenting Shares, and provided, that Parent shall be entitled to, and to instruct the Payments Administrator to, deduct and withhold from the aggregate Per Share Consideration payable at Closing to the obligors of the promissory notes between the Company and certain current and former employees of the Company or any of its Subsidiaries set forth on Section 3.4.1 of the Company Disclosure Letter, any amounts that remain outstanding (including principal and any accrued interest) under such promissory notes at Closing) under Section 3.1.1 (the “Payment Fund”), to be held by the Payments Administrator pursuant to the terms of the Payments Agreement and to be disbursed by the Payments Administrator pursuant to the terms of the Payments Agreement and this Agreement;
3.4.2. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the aggregate Per Option Consideration payable in respect of all Vested Options, for further distribution by the Company to such Optionholders in accordance with Section 3.2.4, but not later than five (5) Business Days following the Closing Date;
3.4.3. to an account designed in writing by the Payments Administrator prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Purchase Price Amount less the 2012 Additional Payroll Amount, each as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Payments Administrator in accordance with the 2011 Agreement (as directed by the 2011 Seller Representative);
3.4.4. to an account designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the 2012 Additional Payroll Amount, as stated in the 2012 Additional Purchase Price Statement, for further distribution by the Company in accordance with the 2011 Agreement;
3.4.5. to one or more accounts designated in writing by the Company prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to such unpaid Equityholder Transaction Expenses as the Company requests in such writing;
3.4.6. to an account designated in writing by the Escrow Agent prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Escrow Amount, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and to be disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement; and
3.4.7. to an account designated in writing by the Equityholder Representative prior to the Closing Date, by wire transfer of immediately available funds, an amount equal to the Representative Fund Amount, to be held and disbursed by the Equityholder Representative in accordance with this Agreementpayoff letters.
Appears in 1 contract
