Common use of Closing Payments Clause in Contracts

Closing Payments. (i) Within three (3) Business Days after the Closing Date, Parent shall, or Parent shall cause its Transfer Agent to, mail a letter of transmittal, in form and substance reasonably satisfactory to the Company and the Stockholder Representative (the “Letter of Transmittal”), to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ii) Upon surrender of (A) a certificate representing their respective shares of Company Capital Stock, if any, or such other document(s) representing their right to receive their respective shares of Company Capital Stock, if any, or an affidavit in accordance with Section 2.12, (B) a Company Warrant or (C) a Company Convertible Note, as the case may be (collectively, the “Company Stock Certificates”), for cancellation to Parent, together with the Letter of Transmittal, duly completed and executed in accordance with the instructions thereto, the holder of such Company Capital Stock, Company Warrant or Company Convertible Note shall be entitled to receive from Parent in exchange for the Company Stock Certificate(s), that portion of the Merger Consideration into which the shares of Company Capital Stock, Company Warrant or Company Convertible Note held by such holder have been converted pursuant to Section 2.7. Upon the surrender of any such Company Stock Certificate(s), if any, the Company Stock Certificate(s) so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration payable in exchange for shares of Company Capital Stock, Company Warrant or Company Convertible Note (without interest) into which such shares of Company Capital Stock, Company Warrant or Company Convertible Note shall have been converted pursuant to Section 2.7.

Closing Payments. (i) Within three (3) Business Days after Promptly following the Closing Date, Parent shall, or Parent shall cause its Transfer Agent to, mail a letter of transmittal, transmittal in Parent’s standard form and substance reasonably satisfactory to the Company and the Stockholder Representative (the “Letter of Transmittal”), ) to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ii) Upon surrender of (A) a certificate representing their respective shares of Company Capital Stock, if any, or such other document(s) representing their right to receive their respective shares of Company Capital Stock, if any, or an affidavit in accordance with Section 2.12, Stock (B) a Company Warrant or (C) a Company Convertible Note, as the case may be (collectively, the “Company Stock Certificates”), ) for cancellation to Parent, together with the Letter of Transmittal, the Volume Restriction Agreement and any other instruments that Parent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Capital Stock, Company Warrant or Company Convertible Note Stock Certificate shall be entitled to receive from Parent in exchange for the Company Stock Certificate(s)therefor, that portion of the Initial Merger Consideration into which the shares of Company Capital Stock, Company Warrant or Company Convertible Note held Stock represented by such holder Company Stock Certificate have been converted pursuant to Section 2.72.7 hereof, minus such holder’s Escrow Pro Rata Portion. Upon the surrender of any such Company Stock Certificate(s), if anyCertificate, the Company Stock Certificate(s) Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration merger consideration payable in exchange for shares of Company Capital Stock, Company Warrant or Company Convertible Note Stock (without interest) into which such shares of Company Capital Stock, Company Warrant or Company Convertible Note Stock shall have been converted pursuant to Section 2.72.7 hereof. (iii) Upon execution and delivery of the Volume Restriction Agreement, each holder of Company Options shall be entitled to receive from Parent in exchange therefor, his or her Net Option Consideration minus such holder’s Escrow Contribution.

Closing Payments. (i) Within three (3) Business Days after the Closing Date, Parent shall, or Parent The Company shall cause its Transfer Agent to, mail a letter of transmittal, transmittal in Parent’s or its agent’s standard form and substance reasonably satisfactory to the Company and the Stockholder Representative (the “Letter of Transmittal”), ) as part of the Information Statement (as defined in Section 7.1(a) hereof) to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ii) At the Closing, Parent shall deliver to its agent an amount of cash and/or Parent Common Stock equal to the Closing Merger Consideration minus the Escrow Amount. Any interest accrued on the Closing Merger Consideration shall belong to Parent. (iii) Upon surrender of (A) a certificate representing their respective shares of Company Capital Stock, if any, or such other document(s) representing their right to receive their respective shares of Company Capital Stock, if any, or an affidavit in accordance with Section 2.12, Stock (B) a Company Warrant or (C) a Company Convertible Note, as the case may be (collectively, the “Company Stock Certificates”), ) for cancellation to ParentParent or its agent, together with the Letter of TransmittalTransmittal and any other instruments that Parent or its agent may reasonably require (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Capital Stock, Company Warrant or Company Convertible Note Stock Certificate shall be entitled to receive from Parent or its agent in exchange for the Company Stock Certificate(s)therefor, that portion of the Closing Merger Consideration into which the shares of Company Capital Stock, Company Warrant or Company Convertible Note held Stock represented by such holder Company Stock Certificate have been converted pursuant to Section 2.72.7 hereof, less the Pro Rata Portion of the Escrow Amount attributable to such shares of Company Capital Stock contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof. Upon the surrender of any such Company Stock Certificate(s), if anyCertificate, the Company Stock Certificate(s) Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration payable in exchange for shares of Company Capital Stock, Company Warrant or Company Convertible Note Stock (without interest) into which such shares of Company Capital Stock, Company Warrant or Company Convertible Note Stock shall have been converted pursuant to Section 2.72.7 hereof.

Closing Payments. (i) Within three (3) Promptly following the Closing Date, but in no event later than four Business Days after the Closing Date, Parent shall, or Parent its agent shall cause its Transfer Agent to, mail a letter of transmittal, transmittal in substantially the form and substance reasonably satisfactory to the Company and the Stockholder Representative attached hereto as Exhibit F (the “Letter of Transmittal”), ) to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. (ii) Upon surrender of (A) a certificate representing their respective that formerly represented shares of Company Capital Stock, if any, or such other document(s) representing their right to receive their respective shares of Company Capital Stock, if any, or an affidavit in accordance with Section 2.12, Stock (B) a Company Warrant or (C) a Company Convertible Note, as the case may be (collectively, the “Company Stock Certificates”), ) for cancellation to ParentParent or its agent, together with the Letter of Transmittal, Form W-9 or the appropriate series of Form W-8 and any other instruments that Parent or its agent reasonably requests (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Capital Stock, Company Warrant or Company Convertible Note Stock Certificate shall be entitled to receive from Parent or its agent in exchange for the Company Stock Certificate(s), therefor that portion of the Closing Merger Consideration into which the shares of Company Capital Stock, Company Warrant or Company Convertible Note held Stock represented by such holder Company Stock Certificate have been converted pursuant to Section 2.72.7 (determined, solely for purposes of this Section 2.10(b), as if the Final Adjusted Closing Merger Consideration Amount required to determine the Closing Merger Consideration in accordance with the definition thereof was the Estimated Adjusted Closing Merger Consideration Amount), less such Company Stockholder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent pursuant to Section 2.10(a). Parent or its agent shall deliver such consideration (which, for the avoidance of doubt, may be delivered 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 such Company Stockholder) specified in the preceding sentence to such Company Stockholder. Upon the surrender of any such Company Stock Certificate(s), if anyCertificate, the Company Stock Certificate(s) Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Merger Consideration payable in exchange for shares of Company Capital Stock, Company Warrant or Company Convertible Note (without interest) into which such shares of Company Capital Stock, Company Warrant or Company Convertible Note Stock shall have been converted pursuant to Section 2.72.7 plus the right to receive a portion of the Earnout Consideration as set forth in Section 2.16, when and if paid.

Closing Payments. (i) Within Promptly following the Closing Date, but in no event later than three (3) Business Days after the Closing Date, Parent shall, or Parent its agent shall cause its Transfer Agent to, mail a letter of transmittal, transmittal in substantially the form and substance reasonably satisfactory to the Company and the Stockholder Representative attached hereto as Exhibit E (the “Letter of Transmittal”), ) to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Spreadsheet. The Letter of Transmittal shall include, among other things, an acknowledgement by the Company Stockholder that, by executing the Letter of Transmittal, such Company Stockholder agrees to be bound by all of the terms and conditions contained in Article VIII of this Agreement. (ii) Upon surrender of (A) a certificate representing that formerly represented their respective shares of Company Capital Stock, if any, or such other document(s) representing their right to receive their respective shares of Company Capital Stock, if any, or an affidavit in accordance with Section 2.12, Stock (B) a Company Warrant or (C) a Company Convertible Note, as the case may be (collectively, the “Company Stock Certificates”), ) for cancellation to ParentParent or its agent, together with the Letter of TransmittalTransmittal and any other instruments that Parent or its agent requests (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Capital Stock, Company Warrant or Company Convertible Note Stockholder shall be entitled to promptly receive from Parent or its agent in exchange for the Company Stock Certificate(s)therefor, that portion of the Merger Aggregate Stock Consideration and the Final Adjusted Closing Cash Consideration into which the shares of Company Capital Stock, Company Warrant or Company Convertible Note held Stock represented by such holder Company Stock Certificate and/or Cancelled Equity have been converted pursuant to Section 2.72.7 hereof (determined, solely for purposes of this Section 2.10(b), as if the Final Adjusted Closing Cash Consideration equaled the Preliminary Adjusted Closing Cash Consideration ), less each Company Stockholder’s Pro Rata Portion of the Escrow Amount contributed with the Escrow Agent with respect to such holder pursuant to Section 2.10(a) hereof. Parent or its agent shall deliver the consideration specified in the preceding sentence to a Company Stockholder promptly following the receipt by Parent or its agent of such Company Stockholder’s Company Stock Certificates and/or Exchange Documents, duly completed and validly executed in accordance with the instructions thereto. Upon the surrender of any such Company Stock Certificate(s), if anyCertificate, the Company Stock Certificate(s) Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Merger Consideration payable in exchange for shares of Company Capital Stock, Company Warrant or Company Convertible Note (without interest) into which such shares of Company Capital Stock, Company Warrant or Company Convertible Note Stock shall have been converted pursuant to Section 2.72.7 hereof.

Closing Payments. Within four (i) Within three (34) Business Days after the Closing Date, Parent shall, or Parent shall cause its Transfer Agent to, a third-party paying agent (a “Paying Agent”) selected by Parent to mail a letter of transmittal, in form and substance reasonably satisfactory to the Company and the Stockholder Representative (the “Letter of Transmittal”), transmittal to each Effective Time Company Stockholder at the address set forth opposite each such Effective Time Company Stockholder’s name on the Consideration Spreadsheet. . The Letter of Transmittal shall specify, among other things, that delivery shall be effected, and risk of loss and title to the certificates shall pass only upon proper delivery of the certificates (iisubject to Section 2.9(f)) Upon and a duly executed Letter of Transmittal to the Paying Agent and instructions for use in effecting the surrender of the certificates and shall include an acknowledgement and agreement to be bound by the Stockholder indemnification obligations set forth in Section 8.2(a). The letter of transmittal shall also include stock powers in customary form to be executed in blank by each Stockholder with respect to its Escrowed Shares (Aas applicable) (the “Stock Powers”). The Paying Agent shall transfer the stock powers to the Escrow Agent to be used with respect to any Escrowed Shares released from the Escrow Fund pursuant to the terms of this Agreement. Subject to the terms and conditions of this Agreement, upon surrender of a certificate representing their respective shares of Company Capital Stock, if any, or such other document(s) representing their right to receive their respective shares of Company Capital Stock, if any, or an affidavit in accordance with Section 2.12, Stock (B) a Company Warrant or (C) a Company Convertible Note, as the case may be (collectively, the “Company Stock Certificates”), ) for cancellation to Parentthe Paying Agent (subject to Section 2.9(f)), as applicable, together with the Letter of Transmittal, a duly completed and validly executed Letter of Transmittal and Stock Powers and any other instruments that the Paying Agent may reasonably require duly completed and validly executed in accordance with the instructions theretothereto (collectively, the “Exchange Documents”), the holder of such Company Capital Stock, Company Warrant or Company Convertible Note Certificate shall be entitled to receive promptly following the Election Deadline from Parent in exchange therefor (subject to the retention of consideration for the Company Restricted Stock Certificate(sas provided in Section 2.7(d) and subject to Section 2.7(e), ) that portion of the Merger Consideration into which the shares of Company Capital Stock, Company Warrant or Company Convertible Note held Stock represented by such holder Certificate have been converted pursuant to Section 2.72.7(d)(i). Upon the surrender of any such Company Stock Certificate(s), if anyCertificate, the Company Stock Certificate(s) Certificate so surrendered shall thereupon be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Merger Consideration payable in exchange for shares of Company Capital Stock, Company Warrant or Company Convertible Note (without interest) into which such shares of Company Capital Stock, Company Warrant or Company Convertible Note Stock shall have been converted pursuant to Section 2.72.7(d)(i).