Common use of Distribution of Merger Consideration Clause in Contracts

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 Company occurring at least three (3) Business Days following the Effective Time, (i) each holder of a Vested Option (other than a holder of No-Withholding Options) shall receive (net of applicable withholding) a payment equal to (x) the Merger Consideration Per Share minus the exercise price of such Vested Option, multiplied by (y) the number of Option Shares subject to the Vested Option, and (ii) each holder of an Accelerated Option (other than a holder of No-Withholding Options) shall receive (net of applicable withholding) a payment equal to (x) the Merger Consideration Per Share minus the exercise price of such Accelerated Option, multiplied by (y) the number of Option Shares subject to the Accelerated 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. (c) Purchaser will cause the Surviving Corporation to, as soon as practicable after the Effective Time, subject to the execution of a release in a form and substance reasonably acceptable to Purchaser with respect to any rights such individual may have to receive any equity or equity based compensation with respect to any member of the Company Group or Purchaser and its Affiliates, pay and deliver to each of the Persons set forth on the Allocation Schedule as holding a Promised Option (each a “Promised Optionholder”) the portion of the Promised Option Bonus Amount set forth thereon in consideration for releasing and waiving such Promised Optionholder’s rights described above, 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.

Distribution of Merger Consideration. (a) Pursuant On or prior to the Paying Effective Date, F&M shall deposit with Computershare Trust Company, or such other exchange agent selected by F&M and reasonably acceptable to OFSI (the “Exchange Agent”), for the benefit of the registered shareholders of OFSI Common Stock for exchange in accordance with this Section 3, sufficient cash for payment of the Merger Consideration. Such cash is referred to in this Section 3 as the “Exchange Fund.” F&M shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Within three (3) business days following the Effective Date, the Exchange Agent shall mail to each holder of OFSI Common Stock a letter of transmittal (the “Letter of Transmittal”) providing (i) that delivery shall be effected and risk of loss of title to the certificates representing OFSI Common Stock shall pass only upon delivery of the certificates to the Exchange Agent and (ii) instructions as to the transmittal to the Exchange Agent of certificates representing shares of OFSI Common Stock and the issuance cash in exchange therefor pursuant to the terms of this Agreement. Distribution of the Merger Consideration shall be made by the Exchange Agent to each former holder of OFSI Common Stock within ten (10) business days following the later of the Effective Date or the date of such shareholder’s delivery to the Exchange Agent of such shareholder’s certificates representing OFSI Common Stock, Purchaser will cause Paying Agent toaccompanied by a properly completed and executed Letter of Transmittal. Interest shall not accrue or be payable with respect to any cash payments. (c) Following the Effective Date, stock certificates representing OFSI Common Stock shall be converted into, and deemed to evidence only, the right to receive the Merger Consideration as soon as practicable following Paying Agent’s receipt determined in accordance with Section 3.1 above. (d) From and after the Effective Time Date, there shall be no transfers on the stock transfer books of a duly completed and validly executed letter OFSI of transmittal in substantially any shares of OFSI Common Stock. (e) Any portion of the form attached hereto as Exhibit G from a Stockholder and, in each case, certificate(sExchange Fund that remains unclaimed by the holders of OFSI Common Stock for twelve (12) representing the Shares held by such Stockholder outstanding immediately before months after the Effective Time Date shall be paid, distributed, or otherwise released to F&M, or its successors in interest. Any shareholders of OFSI who have not theretofore complied with this Section 3 shall thereafter look only to F&M, or its successors in interest, for the payment of cash deliverable in respect of each share of OFSI Common Stock such shareholder holds as determined pursuant to this Agreement. Notwithstanding the foregoing, none of F&M, the Exchange Agent or any other person shall be liable to any former holder of shares of OFSI Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (orf) F&M shall be entitled to rely upon the stock transfer books of OFSI to establish the persons entitled to receive the Merger Consideration, which books, in the event that absence of actual knowledge by F&M of any adverse claim thereto, shall be conclusive with respect to the ownership of such certificate(sstock. (g) have With respect to any certificate for OFSI Common Stock which has been lost, stolen stolen, or destroyed, the Exchange Agent and F&M shall be authorized to issue cash to the registered owner of such certificate upon receipt of an affidavit of that fact by such Stockholder accompanied by a bond or other indemnity lost stock certificate, 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 satisfactory to the Effective TimeExchange Agent and F&M, an amount equal to the sum of (x) the Series A Preference Amount multiplied by such number of Series A Sharesand, plus (y) the Merger Consideration Per Share multiplied if required by the number of Common Shares into which such Series A Shares are convertibleExchange Agent or F&M in their sole discretion, (ii) in respect of upon 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 posting of a No-Withholding Option outstanding immediately prior to bond in such amount as 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, Exchange Agent or F&M may determine is reasonably necessary as indemnity against any claim that may be made 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 Company occurring at least three (3) Business Days following the Effective Time, (i) each holder of a Vested Option (other than a holder of No-Withholding Options) shall receive (net of applicable withholding) a payment equal to (x) the Merger Consideration Per Share minus the exercise price of such Vested Option, multiplied by (y) the number of Option Shares subject to the Vested Option, and (ii) each holder of an Accelerated Option (other than a holder of No-Withholding Options) shall receive (net of applicable withholding) a payment equal to (x) the Merger Consideration Per Share minus the exercise price of such Accelerated Option, multiplied by (y) the number of Option Shares subject to the Accelerated 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. (c) Purchaser will cause the Surviving Corporation to, as soon as practicable after the Effective Time, subject to the execution of a release in a form and substance reasonably acceptable to Purchaser with respect regard to any rights such individual may have to receive lost, stolen or destroyed certificate representing OFSI Common Stock, with any equity or equity based compensation with respect to any member of costs incurred at the Company Group or Purchaser and its Affiliates, pay and deliver to each of the Persons set forth on the Allocation Schedule as holding a Promised Option (each a “Promised Optionholder”) the portion of the Promised Option Bonus Amount set forth thereon in consideration for releasing and waiving such Promised Optionholdershareholder’s rights described above, 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 Scheduleexpense.

Distribution of Merger Consideration. (a) Pursuant Except as otherwise set forth in this Agreement, Parent shall deliver the Total Merger Consideration to the Paying Agent AgreementCompany Stockholder Representative in accordance with Section 1.9, Purchaser will cause Paying Agent to, as soon as practicable following Paying Agent’s receipt after and the Effective Time of a duly completed and validly executed letter of transmittal in substantially Company Stockholder Representative shall be solely responsible for distributing 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 Total Merger Consideration to the Effective Time, an amount equal to the sum holders 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) Company Stock 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 Scheduleaccordance with this Article 1. (b) Except as set forth on Section 2.6(b) of the Disclosure Schedule, on the first regularly scheduled payroll period of the Company occurring at least three (3) Business Days following After the Effective Time, (i) each holder of a Vested Option Certificate (other than a holder Certificates representing any shares of No-Withholding OptionsCompany Stock to be canceled pursuant to Section 1.7(b) and any Dissenting Shares) shall receive (net of applicable withholding) a payment equal be entitled to (x) the Merger Consideration Per Share minus the exercise price of such Vested Optionreceive, multiplied by (y) the number of Option Shares subject to the Vested Optionterms of Section 1.9, and (ii) each holder the applicable portion of an Accelerated Option (other than a holder of No-Withholding Options) shall receive (net of applicable withholding) a payment equal to (x) the Total Merger Consideration Per Share minus into which the exercise price shares of Company Stock represented by such Accelerated OptionCertificate were converted at the Effective Time; provided, multiplied by (y) however, that the number of Option Shares subject to the Accelerated Option, in each case, minus such holder’s applicable Pro Rata Share Company Stockholder Representative shall not distribute any portion of the Escrow Amount Total Merger Consideration attributable to any Certificate unless and until the Company Stockholder Representative Expense Amount as directed by shall have received written notice or acknowledgement from Parent or the Allocation ScheduleSurviving Corporation that such Certificate has been surrendered in accordance with Section 1.9. (c) Purchaser will cause Notwithstanding anything to the contrary in this Section 1.11, neither the Company Stockholder Representative, Parent, the Surviving Corporation to, as soon as practicable after the Effective Time, subject nor any Party hereto shall be liable to the execution a holder of a release in a form and substance reasonably acceptable to Purchaser with respect to Company Stock or of any rights such individual may have to receive any equity or equity based compensation with respect to any member of the Company Group or Purchaser and its Affiliates, pay and deliver to each of the Persons set forth on the Allocation Schedule as holding a Promised Option (each a “Promised Optionholder”) the portion of the Promised Option Bonus Amount set forth thereon Total Merger Consideration for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement. (d) Any portion of the Total Merger Consideration which remains unclaimed by the holders of Company Stock on the first anniversary of the Effective Time shall be returned to the Surviving Corporation, upon demand, and any holders of Company Stock who have not theretofore complied with this Article 1 shall thereafter look to the Surviving Corporation only as general unsecured creditors thereof for payment of any portion of the Total Merger Consideration, without any interest thereon, that may be payable in consideration for releasing and waiving such Promised Optionholder’s rights described above, in respect of each case, minus share of Company Stock held by such holder’s applicable Pro Rata Share of the Escrow Amount and the Representative Expense Amount as directed by the Allocation Schedule.

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 (each, a “Transmittal Letter”) from a holder of No-Withholding Options or a Stockholder and, in each casethe case of a Stockholder, 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 an indemnity in form and substance reasonably acceptable to Purchaser (each, a “Lost Certificate Affidavit”)), deliver to such Stockholder Equityholder (i) in respect the event such Equityholder is a Stockholder, an amount equal to the Initial Merger Consideration Percentage multiplied by an amount equal to the (A) Merger Consideration Per Share multiplied by (B) the number of Common Shares (including the number of Common Shares into which any Series A Shares are convertible) held by such Stockholder outstanding immediately before the Effective Time and (ii) in the event such Equityholder is a holder of No-Withholding Options, an amount equal to the Initial Merger Consideration Percentage multiplied by an amount equal to (A) the Option Merger Consideration Per Share multiplied by (B) the number of Common Shares for which his, her or its vested No-Withholding Option was exercisable 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 Notwithstanding the Paying Agent Agreementforgoing, Purchaser will cause Paying Agent toif an Equityholder properly delivers such duly completed and properly executed Transmittal Letter and, as soon as practicable after in the Effective Time, deliver to each holder case of a No-Withholding Option outstanding immediately prior to the Effective TimeStockholder, a payment equal to (xcertificate(s) the Merger Consideration Per Share minus the exercise price of such No-Withholding Optionand/or Lost Certificate Affidavit, 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 Company occurring at least three (3) Business Days following days prior to the Effective TimeClosing Date, (ithe Purchaser will direct Paying Agent to deliver to such Equityholder the amounts due pursuant to this Section 2.6(a) on the Closing Date. For the avoidance of doubt, each holder Equityholder is also entitled to receive its Pro Rata Share of a Vested Option (other than a holder of No-Withholding Options) shall receive (net of applicable withholding) a payment equal to (x) the Merger Consideration Per Share minus the exercise price of such Vested Optionany Remaining Escrow Amount or Equityholder Adjustment Amount, multiplied by as applicable, and (y) the number of Option Shares Representative Expense Fund payable in accordance with and in the manner set forth in Sections 2.7 and 2.11, subject to the Vested Optionlimitations and conditions in Sections 2.7, and (ii) each holder of an Accelerated Option (2.11, and any other than a holder of No-Withholding Options) shall receive (net of applicable withholding) a payment equal to (x) the Merger Consideration Per Share minus the exercise price of such Accelerated Option, multiplied by (y) the number of Option Shares subject to the Accelerated Option, rights expressly provided 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 Schedulethis Agreement. (c( b) Purchaser will cause the Surviving Corporation to, as soon as practicable after the Effective Time (and no later than the first regularly scheduled payroll that is at least five (5) Business Days following the Effective Time), pay and deliver to each Vested Optionholder (other than holders of No- Withholding Options) with respect to each of his, her or its Vested Options (other than No-Withholding Options), in accordance with the Allocation Schedule, an amount equal to the Initial Merger Consideration Percentage multiplied by an amount equal to (i) the Option Merger Consideration Per Share multiplied by (ii) the number of Common Shares for which his, her or its Vested Option was exercisable immediately prior to the Effective Time. For the avoidance of doubt, each Vested Optionholder is also entitled to receive its Pro Rata Share of any Remaining Escrow Amount (or Equityholder Adjustment Amount, as applicable) and Representative Expense Fund payable in accordance with and in the manner set forth in Sections 2.7 and 2.11, subject to the limitations and conditions in Sections 2.7, and 2.11, and any other rights expressly provided in this Agreement. ( c) Purchaser will cause Surviving Corporation to, as soon as practicable after the Effective Time (and no later than the first regularly scheduled payroll that is at least five (5) Business Days following the Effective Time), subject to the execution of a release in a substantially the form and substance reasonably acceptable to Purchaser attached hereto as Exhibit H (the “Promised Option Release”) with respect to any rights such individual may have to receive any equity or equity based compensation with respect to any member of the Company Group or Purchaser and its Affiliatesa Promised Option, pay and deliver to each of the Persons set forth on the Allocation Schedule as holding a Promised Option (each a “Promised Optionholder”) the portion of the Promised Option Bonus Amount amount set forth thereon therein in consideration for releasing and waiving such Promised OptionholderPerson’s rights described above, 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 Scheduleto receive his or her Promised Option.