Merger Consideration and Payment. (a) At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, the parties hereto agree to cause the Merger to be consummated by filing with the Delaware Secretary of State and the State Secretary of State (if required) a Certificate of Merger (the "Certificate of Merger") in the form required by applicable law, duly executed and acknowledged by the Surviving Entity, and taking all such further actions as may be required by law to make the Merger effective. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State and the State Secretary of State (if required) (the "Effective Time"), and OMEGA will be the surviving entity.
Merger Consideration and Payment. The aggregate merger consideration to be paid by Parent and Merger Sub at Closing for all of the Securities shall be One Hundred Fifty-Five Million Dollars ($155,000,000.00) (the “Merger Consideration”, which includes the Option and Warrant Exercise Amount), payable by (a) the delivery of the Aggregate Closing Consideration, in cash payable by wire transfer or delivery of other immediately available funds by Parent to the Paying Agent at the Closing for distribution to Security Holders in accordance with Section 2.3(b) and Section 2.9; (b) the delivery of any Company Expenses (to the extent not paid prior to the Closing by the Company) to the payees thereof per the instructions provided to Parent by Company in respect thereof; and (c) the delivery into the Escrow Account of the Escrow Amount as set forth in Section 2.7.
Merger Consideration and Payment
