CONTRIBUTION BY CYTRX Clause Samples

CONTRIBUTION BY CYTRX. For the consideration hereinafter provided and subject to the terms and conditions of this Agreement, at the Closing, CytRx shall contribute to Vaxcel the Senior Credit Facility and a cash payment (the "Cash Payment") in an amount equal to the difference, as of the Closing Date, between Four Million Dollars ($4,000,000) and the sum of: (i) the aggregate principal and interest balance outstanding under the Senior Secured Note; and (ii) (A) the Per Share Price multiplied by (B) the number of votes entitled to be cast by the holders of Zynaxis Capital Stock who elect to exercise their statutory dissenters' rights or their objection rights, if any, under Section 2545 of the PBCL in excess of three percent (3%) of the votes that could be cast by all holders of Zynaxis Capital Stock voting together as a single class. The Cash Payment shall be made by wire transfer of immediately available funds to an account specified in writing by Vaxcel.