Distribution of Merger Consideration. The Merger Consideration, when distributed in accordance with the terms of this Agreement, will have been distributed to the holders of Company Stock in accordance with the provisions of the Company's Certificate of Incorporation in effect immediately prior to the Effective Time and any other document or agreement among the Company and such holders related to the distribution of the Merger Consideration.
Distribution of Merger Consideration. (a) Promptly following the date hereof, the Company shall deliver, or cause to be delivered, a letter of transmittal, in substantially the form attached hereto as Exhibit F (the “Letter of Transmittal”), to each Equityholder. To the extent that no later than five (5) Business Days prior to the Closing Date, any Equityholder delivers a Letter of Transmittal, duly executed and completed in accordance with the instructions thereto (including duly executed and completed Tax forms, if applicable), to the Paying Agent, the Paying Agent will pay to such Equityholder at the Closing, following payment by Purchaser in accordance with Section 2.5(c), the portion of the Closing Payment actually payable to such Equityholder pursuant to Section 2.2 and Section 2.5 to the account designated in such Equityholder’s duly executed and completed Letter of Transmittal. The Letter of Transmittal shall, among other things, provide a full release by each Equityholder of any claims against Purchaser, its Affiliates and either of the Target Companies in accordance with the terms set forth in the Letter of Transmittal.
(b) Following the Closing, upon delivery of a Letter of Transmittal by an Equityholder that did not timely deliver to the Paying Agent a Letter of Transmittal pursuant to Section 2.7(a), duly executed and completed in accordance with the instructions thereto (including duly executed and completed Tax forms, if applicable), the Paying Agent will pay to such Equityholder, within five (5) Business Days after such delivery, cash in an amount equal to the portion of the Closing Payment payable to such Equityholder in accordance with Section 2.7(a), which amounts will be paid by the Paying Agent to the account designated in such Equityholder’s duly executed and completed Letter of Transmittal. Until surrendered in accordance with the provisions of Section 2.7(a) or this Section 2.7(b), the Units will represent, for all purposes, only the right to receive an amount in cash equal to the portion of the Closing Payment and Future Distribution Amounts payable in respect thereof pursuant to this Agreement.
(c) Notwithstanding the foregoing, the Paying Agent shall pay any amount of the Merger Consideration remaining unpaid following 365 days after the Closing Date to the Surviving Company and, to the extent permitted by applicable Law, such amounts will become the property of the Surviving Company free and clear of any claims or interest of any Persons previously entitled thereto....
Distribution of Merger Consideration. (a) Pursuant to the Paying Agent Agreement, Purchaser will cause Paying Agent to, as soon as practicable following Paying Agent’s receipt after the Effective Time of a duly completed and validly executed letter of transmittal in substantially the form attached hereto as Exhibit G from a Stockholder and, in each case, certificate(s) representing the Shares held by such Stockholder outstanding immediately before the Effective Time (or, in the event that any such certificate(s) have been lost, stolen or destroyed, an affidavit of that fact by such Stockholder accompanied by a bond or other indemnity in form and substance reasonably acceptable to Purchaser (each, a “Lost Certificate Affidavit”)), deliver to such Stockholder (i) in respect of the Series A Shares held by such Stockholder immediately prior to the Effective Time, an amount equal to the sum of (x) the Series A Preference Amount multiplied by such number of Series A Shares, plus (y) the Merger Consideration Per Share multiplied by the number of Common Shares into which such Series A Shares are convertible, (ii) in respect of the Series B Shares held by such Stockholder immediately prior to the Effective Time, an amount equal to the sum of (x) the Series B Preference Amount multiplied by such number of Series B Shares, plus (y) the Merger Consideration Per Share multiplied by the number of Common Shares into which such Series B Shares are convertible, and (iii) in respect of the Common Shares held by such Stockholder immediately prior to the Effective Time, the Merger Consideration Per Share multiplied by such number of Common Shares, in each case, minus such Stockholder’s applicable Pro Rata Share of the Escrow Amount and the Representative Expense Amount, as directed by the Allocation Schedule. Pursuant to the Paying Agent Agreement, Purchaser will cause Paying Agent to, as soon as practicable after the Effective Time, deliver to each holder of a No-Withholding Option outstanding immediately prior to the Effective Time, a payment equal to (x) the Merger Consideration Per Share minus the exercise price of such No-Withholding Option, multiplied by (y) the number of Option Shares subject to the No-Withholding Option, in each case, minus such holder’s applicable Pro Rata Share of the Escrow Amount and the Representative Expense Amount as directed by the Allocation Schedule.
(b) Except as set forth on Section 2.6(b) of the Disclosure Schedule, on the first regularly scheduled payroll period of the Compa...
Distribution of Merger Consideration. When distributed in accordance with the terms of this Agreement, the Total Merger Consideration will have been distributed to the Company Holders in accordance with the provisions of the Company Charter Documents, the Company Governing Agreements and any other document or agreement among the Company and/or the Company Holders related to the distribution of the Total Merger Consideration.
Distribution of Merger Consideration. The distribution of shares of Surviving Company capital stock to any holder of capital stock of the Company in connection with the Merger.
Distribution of Merger Consideration. 6 1.8 Effect on Company Capital Stock......................................... 12 1.9
Distribution of Merger Consideration. The Merger Consideration, when distributed by the Exchange Agent pursuant to Section IV.E below, shall be distributed as follows:
Distribution of Merger Consideration. The Merger Consideration, when distributed in accordance with Sections 1.7 and 1.8, shall be distributed to the holders of Company Capital Stock in accordance with the provisions of the Company's Articles of Incorporation in effect immediately prior to the Effective Time and any other document or agreement among the Company and such holders related to the distribution of the Merger Consideration. No holder of Company Capital Stock shall have any claims against Parent in connection with the distribution of the Merger Consideration pursuant to Sections 1.7 and 1.8 (other than for the failure to distribute the Merger Consideration to the Exchange Agent in accordance with the information contained in the Agent Certificates). For purposes of this Section 2.25, the holders of the Company Capital Stock shall include each holder of an Assumed Option and each holder of an Assumed Warrant that timely and properly exercises the Assumed Option or the Assumed Warrant after the Closing.
Distribution of Merger Consideration. The distribution of Merger Consideration set forth on the Allocation Certificate is in accordance with the Company Certificate of Incorporation.
Distribution of Merger Consideration. Subject to the requirements of the NRS and other applicable Law, Joway shall, promptly following receipt of the Merger Consideration, make a distribution to each of its shareholders other than Parent as of the Effective Time (the “Minority Shareholders”) in an amount equal to such shareholder’s proportionate share of the Merger Consideration based on such shareholder’s percentage of the outstanding Common Stock of Joway to be calculated without including the shares held by Parent.
