Common use of Distribution of Merger Consideration Clause in Contracts

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. None of Purchaser, Merger Sub, the Company Subsidiary, the Equityholder Representative or the Surviving Company will be liable to any Person in respect of any cash or property delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Distribution of Merger Consideration. (ad) 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. (be) 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. (cf) 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. None of Purchaser, Merger Sub, the Company Subsidiary, the Equityholder Representative or the Surviving Company will be liable to any Person in respect of any cash or property delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.