Common use of Final Adjustment Payment Clause in Contracts

Final Adjustment Payment. (a) No later than the second (2nd) Business Day following the Final Determination Date: (i) if the Adjustment Amount is positive: (1) with respect to each Securityholder who shall have delivered to the Company, on or prior to such date, a completed Letter of Transmittal, Parent shall pay, or shall cause the Surviving Company to pay, to each Securityholder such Securityholder’s Pro Rata Share of the Adjustment Amount in excess of the Escrow Amount, which amount shall be payable by wire transfer of immediately available funds to the account designated in such Securityholder’s Letter of Transmittal; provided that in no event will Parent be required to pay an aggregate amount pursuant to this Section 3.8(a)(i)(1) in excess of the Escrow Amount; and (2) Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release the Escrow Amount to the Representative, in each case, for further distribution to the Securityholders as if such amounts were being distributed pursuant to Section 3.8(a)(i)(1). (ii) if the Adjustment Amount is negative, then Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release the absolute value of the Adjustment Amount to be paid to Parent solely and exclusively from the Escrow Account (up to a maximum amount equal to the then-remaining Escrow Amount) and Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release any portion of the Escrow Amount remaining following such payment to Parent to the Representative for further distribution to the Securityholders as if such amounts were being distributed pursuant to Section 3.8(a)(i)(1). (b) Notwithstanding anything to the contrary in this Agreement, Parent’s sole recourse for payment of any such deficiency pursuant to Section 3.8(a)(ii) shall be to the Escrow Account and neither Parent nor the Acquired Companies or any of their respective Affiliates shall have any claim against any Securityholder or the Representative or any of their respective Affiliates in respect thereof. (c) Any amount paid in respect of the Adjustment Amount pursuant to this Article III shall be treated by the Parties as an adjustment to the Final Merger Consideration for Tax purposes.

Final Adjustment Payment. (a) No Subject to any payments made under Section 3.6(b), no later than the second (2nd) Business Day following the Final Determination Date: (i) if If the Adjustment Amount is positive: (1) with respect to each Securityholder Company Stockholder who shall have delivered to the Company, on or prior to such date, a completed Letter of TransmittalTransmittal and certificate(s) representing the Common Shares (subject to Section 3.5(g) (Lost Certificates)) held by such Company Stockholder or who is a party to a Rollover Agreement in respect of such Person’s Rollover Shares, Parent shall pay, or shall cause the Surviving Company Corporation (or a Subsidiary thereof) to pay, pay to each Securityholder Company Stockholder such SecurityholderCompany Stockholder’s Pro Rata Share of the Adjustment Amount in excess of the Escrow Amount, which amount shall be payable by wire transfer of immediately available funds to the account designated in such SecurityholderCompany Stockholder’s Letter of Transmittal; provided that in no event will : (2) with respect to each holder of an In-the-Money Option, Parent be required shall cause the Surviving Corporation to pay an aggregate amount pursuant to this Section 3.8(a)(i)(1) each such Company Optionholder, in excess accordance with normal payroll practices, such Company Optionholder’s Pro Rata Share of the Escrow Adjustment Amount, less any required withholding Taxes and without interest thereon; and (23) Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release the Escrow Amount to the RepresentativeCompany Stockholders and to the Surviving Corporation (for distribution to the Company Optionholders), in each case, for further distribution to the Securityholders as if such amounts were being distributed pursuant to Section 3.8(a)(i)(13.7(a)(i)(1) and Section 3.7(a)(i)(2). (4) For the avoidance of doubt, Intermediate Holdco and Parent direct that any amounts in respect of the Adjustment Amount or otherwise payable under this Agreement or the Escrow Agreement to the Company Securityholders after the Closing that would be paid to the Rollover Holders in respect of their Rollover Shares had the Rollover Contribution not occurred shall be paid by Parent to each Rollover Holder in accordance with his, her or its Pro Rata Share (in respect of his, her or its Rollover Shares) of such amounts in the manner set forth in this Section 3.7(a)(i). (ii) if If the Adjustment Amount is negative, then Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release the absolute value of the Adjustment Amount to be paid to Parent the Surviving Corporation (or a Subsidiary thereof) solely and exclusively from the Escrow Account (up to a maximum amount equal to the then-remaining Escrow Amount) and Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release any portion of the Escrow Amount remaining following such payment to Parent the Company Stockholders and to the Representative Surviving Corporation (for further distribution to the Securityholders Company Optionholders through the next regularly scheduled payroll) as if such amounts were being distributed pursuant to Section 3.8(a)(i)(13.7(a)(i)(1) and Section 3.7(a)(i)(2).; (b) Notwithstanding anything to the contrary in this Agreement, (i) Parent’s sole recourse for payment of any such deficiency pursuant to Section 3.8(a)(ii3.7(a)(ii) shall be to the Escrow Account and neither Parent nor the Acquired Companies or any of their respective Affiliates shall have any claim against any Company Securityholder or the Representative or any of their respective Affiliates in respect thereof, and (ii) the Company Securityholders shall not be entitled to receive under Section 3.6 and this Section 3.7, in the aggregate, more than (A) the amount remaining in the Escrow Account (at any such time) plus (B) $7,500,000, and neither the Representative nor the Company Securityholders or any of their respective Affiliates shall have any claim against Parent, the Acquired Companies or any of their respective Affiliates in respect of any amounts in excess thereof. (c) Any amount paid in respect of the Adjustment Amount pursuant to this Article III shall be treated by the Parties as an adjustment to the Final Merger Consideration for Tax purposes.

Final Adjustment Payment. (a) No later than the second (2nd) Business Day following the date on which the Statement becomes final: (a) If the Final Determination DateAggregate Merger Consideration exceeds the Estimated Aggregate Closing Merger Consideration: (i) if Parent shall pay (or cause the Adjustment Amount is positive: (1) with respect to each Securityholder who shall have delivered to Paying Agent or the Company, on or prior to such dateas applicable, a completed Letter of Transmittal, Parent shall pay, or shall cause the Surviving Company to pay, ) to (a) each Securityholder Stockholder such SecurityholderStockholder’s Pro Rata Share Transaction Percentage of the Adjustment Amount in excess of the Escrow Amountsuch excess, which amount shall be payable by wire transfer of immediately available funds to the account designated in such SecurityholderStockholder’s Letter of TransmittalTransmittal (provided, that, with respect to any shares of Common Stock that constitute Restricted Shares immediately prior to the Closing and identified on the Payment Schedule, any payment in respect of such Restricted Shares shall be paid by the Company through its ordinary payroll processes (including with respect to any applicable tax withholding)), (b) each Optionholder such Optionholder’s Transaction Percentage of such excess, which amount shall be payable by the Company in accordance with its ordinary payroll practices (including with respect to any applicable tax withholding) and (c) each RSU Holder such RSU Holder’s Transaction Percentage of such excess, which amount shall be payable by the Company in accordance with its ordinary payroll practices (including with respect to any applicable tax withholding); provided provided, that in no event will Parent be required to pay an notwithstanding the foregoing, Parent’s aggregate amount payment obligation pursuant to this Section 3.8(a)(i)(13.6(a)(i) in excess of shall not exceed the Escrow Amount; and (2ii) Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release the Escrow Amount to the Representative, in each casePaying Agent, for further distribution to the Securityholders Equityholders, in each case, as if such amounts were being distributed pursuant to Section 3.8(a)(i)(13.6(a)(i). (iib) if If the Adjustment Amount Final Aggregate Merger Consideration is negativeless than the Estimated Aggregate Closing Merger Consideration, then Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release such shortfall to the absolute value of the Adjustment Amount to be paid to Parent Surviving Corporation solely and exclusively from the Escrow Account (up to a maximum amount equal to the then-remaining Escrow Amount) and Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release any portion of the Escrow Amount remaining following the payment of such payment to Parent shortfall to the Representative Paying Agent, for further distribution to the Securityholders Equityholders as if such amounts were being distributed pursuant to Section 3.8(a)(i)(13.6(a)(i). (b) . Notwithstanding anything to the contrary in this Agreement, Parent’s the sole and exclusive source of recourse for payment of any such deficiency pursuant amount owed to Parent, Merger Sub or any other Person under this Section 3.8(a)(ii3.6(b) shall be to the Escrow Account and neither Parent nor none of Parent, the Acquired Companies Surviving Corporation, any of the Company Subsidiaries or any of their respective Affiliates other Person shall have any claim against any Securityholder Equityholder or the Representative or any of their respective Affiliates in respect thereof. (c) Any amount paid in respect of If the Adjustment Final Aggregate Merger Consideration is equal to the Estimated Aggregate Closing Merger Consideration, then Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release the Escrow Amount to the Paying Agent, for further distribution to the Equityholders as if such amounts were being distributed pursuant to Section 3.6(a)(i). (d) The Parties shall treat all payments made pursuant to this Article III shall be treated by the Parties Section 3.6 as an adjustment adjustments to the Final Closing Merger Consideration for Tax all U.S. federal income and applicable state and local income tax purposes, except to the extent otherwise required by applicable Law.

Final Adjustment Payment. (a) Promptly following the Final Determination Date, and in any event within five (5) Business Days thereof, the Holder Representative shall deliver to Buyer the Updated Distribution Waterfall. No later than the second fifth (2nd5th) Business Day following the Final Determination Datedelivery of the Updated Distribution Waterfall: (i) if the Adjustment Amount is positive: (1) with respect A. Buyer shall pay to each Securityholder who shall have Pre-Closing Holder of Company Ownership Interests (only if such Pre-Closing Holder has duly completed, executed and delivered to the Company, on or Buyer a Letter of Transmittal at least five (5) Business Days prior to the date of such datepayment), a completed Letter of Transmittal, Parent shall pay, or shall cause the Surviving Company to pay, to each Securityholder such Securityholder’s Pro Rata Share of the Adjustment Amount in excess of the Escrow Amount, which amount shall be payable by wire transfer of immediately available funds to the account designated in such SecurityholderPre-Closing Holder’s Letter of Transmittal, the portion of such Adjustment Amount as set forth in the applicable Updated Distribution Waterfall; provided that provided, that, notwithstanding anything to the contrary in this Agreement, in no event will Parent be required to pay an aggregate shall the amount payable in respect of the Adjustment Amount pursuant to this Section 3.8(a)(i)(13.7(a)(i) in excess of exceed the Escrow Amount; and (2) Parent B. Buyer and the Holder Representative shall provide a joint written instruction to the Escrow Agent to release the applicable portion of the Escrow Amount to the Representativeeach Pre-Closing Holder of Company Ownership Interests (only if such Pre-Closing Holder has duly completed, in each case, for further distribution executed and delivered to Buyer a Letter of Transmittal at least five (5) Business Days prior to the Securityholders date of such payment), to the account designated in such Pre-Closing Holder’s Letter of Transmittal, as if such amounts were being distributed pursuant to Section 3.8(a)(i)(1)set forth in the applicable Updated Distribution Waterfall. (ii) if If the Adjustment Amount is negative, then Parent Buyer and the Holder Representative shall provide a joint written instruction to the Escrow Agent instructing the Escrow Agent to (x) release the lesser of the (A) absolute value of the Adjustment Amount and (B) the Escrow Amount, to be paid to Parent solely and exclusively Buyer from the Escrow Account Account, and (up to a maximum amount equal to the then-remaining Escrow Amounty) and Parent and the Representative shall provide a joint written instruction to the Escrow Agent to release any portion of the Escrow Amount remaining remaining, following such payment to Parent Buyer pursuant to clause (x) above, to each Pre-Closing Holder of Company Ownership Interests (only if such Pre-Closing Holder has duly completed, executed and delivered to Buyer a Letter of Transmittal at least five (5) Business Days prior to the Representative for further distribution date of such payment), to the Securityholders account designated in such Pre-Closing Holder’s Letter of Transmittal, as if such amounts were being distributed pursuant to Section 3.8(a)(i)(1)set forth in the applicable Updated Distribution Waterfall. (b) Notwithstanding anything to the contrary in this Agreement, ParentBuyer’s sole recourse for payment of any such deficiency negative Adjustment Amount pursuant to Section 3.8(a)(ii3.7(a)(ii) shall be to the Escrow Account Amount, and neither Parent Buyer nor the Acquired Companies Surviving Company nor or any of their respective Affiliates shall have any claim against any Securityholder Pre-Closing Holder or the Holder Representative or any of their respective Affiliates in respect thereof. (c) Any amount paid in respect of the Adjustment Amount (whether positive or negative) pursuant to this Article III shall be treated by the Parties as an adjustment to the Final Merger Consideration for Tax purposes.