Common use of Merger Consideration and Payment Clause in Contracts

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. (b) At the Effective Time, the Interests of Orthodontic Entity outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) Five Hundred Thirty Thousand Two Hundred and Eight Dollars ($530,208.00) in cash (the "Cash Component"); and (ii) Five Hundred Fifty-One Thousand Eight Hundred Forty Nine Dollars ($551,849.00) to be represented by issuance to Xx. Xxxxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 2.3) (the "Stock Component"), which shall thereupon be issued to Xx. Xxxxxxx, fully paid and nonassessable.

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 Acquisition will be the surviving entity. (b) At the Effective Time, the Interests of Orthodontic Entity outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) Five Hundred Thirty Thousand Two Hundred and Eight Dollars ($530,208.00500,000.00) in cash (the "Cash Component"); and (iiiii) Five Hundred Fifty-One Thousand Eight Hundred Forty Nine Dollars ($551,849.00500,000.00) to be represented by issuance to Xx. Xxxxxxx of an option to purchase shares of OMEGA common stock ("OMEGA Stock") at any time within five years of the IPO Closing (as defined below in Section 2.3), based on a value per share equal to 100% of the IPO Price (as defined below in Section 2.3) (the "Stock Option Component"), which if the option is exercised, the OMEGA Stock shall thereupon be issued to Xx. Xxxxxxx, fully paid and nonassessable. (c) At the Effective Time, each share of stock of Acquisition outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and without any action on the part of any holder thereof, continue and shall be held by OMEGA.

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 Acquisition will be the surviving entity. (b) At the Effective Time, the Interests of Orthodontic Entity outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) Five Hundred Thirty Thousand Two Hundred and Eight Eighteen Thousand, Forty Two Dollars ($530,208.00218,042.00) in cash (the "Cash Component"); (ii) Two Hundred Eighteen Thousand, Forty Two Dollars ($218,042.00) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxxxxxxx (the "Note Component") in the form attached hereto as Exhibit B; and (iiiii) Five Two Hundred Fifty-One Thousand Eight Hundred Eighteen Thousand, Forty Nine Dollars ($551,849.00218,040.00) to be represented by issuance to Xx. Xxxxxxx Xxxxxxxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 2.3) (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxxxXxxxxxxxxx, fully paid and nonassessable. (c) At the Effective Time, each share of stock of Acquisition outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and without any action on the part of any holder thereof, continue and shall be held by OMEGA.

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 the Subsidiary will be the surviving entity. (b) At the Effective Time, the Interests of Orthodontic Entity the MSO outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) Five Hundred Thirty Ten Thousand Two Hundred and Eight Dollars ($530,208.0010,000) in cash (the "Cash Component"); and; (ii) Five One Hundred Fifty-One Thousand Eight Hundred Forty Nine Dollars ($551,849.00100,000) to be represented by issuance to Xx. Xxxxxxx Dr. Azani of shares of OMEGA common stock ("OMEGA StockOMXXX Xxxxx") based on a value per share equal to 100% the average daily closing sales price per share of OMEGA common stock on the NASDAQ Small Cap Market for each business day (Monday through Friday, not including legal holidays) of the IPO Price calendar week ending on the Friday immediately preceding the date of Closing (as defined below in Section 2.3hereinafter defined) rounded down to the nearest whole number of shares (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxxxDr. Azani, fully paid and nonassessable.

Merger Consideration and Payment. (a) i. 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 the Subsidiary will be the surviving entity. (b) ii. At the Effective Time, the Interests of Orthodontic Entity the MSO outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i1) Five Hundred Thirty Ninety Thousand Two Hundred and Eight Dollars ($530,208.0090,000) in cash (the "Cash Component"); and; (ii2) Five One Hundred Fifty-One and Eighty Thousand Eight Hundred Forty Nine Dollars ($551,849.00180,000) to be represented by issuance to XxDrs. Xxxxxxx Crowder and Feldman of shares of OMEGA common stock stxxx ("OMEGA StockXMEGA Sxxxx") based on a value per share equal to 100% the average daily closing sales price per share of OMEGA common stock for each business day (Monday through Friday, not including legal holidiays) of the IPO Price (as defined below in Section 2.3) calendar week ending on the Friday immediately preceding the Closing Date (the "Stock Component"), which shall thereupon be issued to XxDrs. XxxxxxxCrowder and Feldman, fully paid and nonassessable. xxx. The Cash Component shall be allocated and paid, $67,500 to Dr. Crowder and $22,500 to Dr. Feldman. The stxxx xxxxxxxnt shall be alloxxxxx xxx xaid $83,000 to Dr. Crowder and $97,000 to Dr. Feldman.

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 re Secretary of State and the State Secretary of State (if required) (the "Effective Time"), and OMEGA the Subsidiary will be the surviving entity. (b) At the Effective Time, the Interests of Orthodontic Entity the MSO outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) Five Hundred Thirty Sixty Thousand Two Hundred and Eight Eighty Six Dollars ($530,208.0060,286) in cash (the "Cash Component"); (ii) Thirty Thousand Dollars ($30,000) to be represented by a promissory note (the "Purchase Note") payable to Dr. Azani (the "Note Component") in the form attxxxxx xxxeto as Exhibit A-1; and (iiiii) Five One Hundred Fifty-One Thousand Eight Hundred Forty Nine Dollars ($551,849.00100,000) to be represented by issuance to Xx. Xxxxxxx Dr. Azani of shares of OMEGA common stock ("OMEGA StockOMEGX Xxxxx") based on a value per share equal to 100% the average daily closing sales price per share of OMEGA common stock on the NASDAQ Small Cap Market for each business day (Monday through Friday, not including legal holidays) of the IPO Price calendar week ending on the Friday immediately preceding the date of Closing (as defined below in Section 2.3hereinafter defined) rounded down to the nearest whole number of shares (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxxxDr. Azani, fully paid and nonassessable.

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. (b) At the Effective Time, the Interests of Orthodontic Entity outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) Five One Hundred Thirty Thousand Two Hundred and Eight Fourteen Thousand, Sixteen Dollars ($530,208.00114,016.00) in cash (the "Cash Component"); (ii) Fifty-Three Thousand, Five Hundred Eighty-Eight Dollars ($53,588.00) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxxxxxxxx (the "Note Component") in the form attached hereto as Exhibit B; and (iiiii) Five One Hundred FiftySeventy-One Thousand Eight Four Thousand, Four Hundred Forty Nine Forty-Four Dollars ($551,849.00174,444.00) to be represented by issuance to Xx. Xxxxxxx Xxxxxxxxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 2.3) (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxxxXxxxxxxxxxx, fully paid and nonassessable.

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. (b) At the Effective Time, the Interests of Orthodontic Entity outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) One Hundred Seventy Five Thousand Nine Hundred Thirty Thousand Two Hundred and Eight Fifteen Dollars ($530,208.00175,915.00) in cash (the "Cash Component"); (ii) Eighty-Two Thousand Six Hundred Eighty Dollars ($82,680.00) to be represented by a promissory note (the "Purchase Note") payable to Dr. Feldman (the "Note Component") in the form attached hereto as Xxxxxxx X; and (iiiii) Five Two Hundred FiftySixty-Nine Thousand One Thousand Eight Hundred Forty Nine Fifty Dollars ($551,849.00269,150.00) to be represented by issuance to Xx. Xxxxxxx Dr. Feldman of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 2.3) (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxxxDr. Feldman, fully paid and nonassessable.

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. (b) At the Effective Time, the Interests of Orthodontic Entity outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) Five Hundred Thirty Thousand Two Hundred and Eight Twenty Six Thousand Seven Hundred Sixteen Dollars ($530,208.00226,716) in cash payable to Xx. Xxxxxx (the "Cash Component"); and (ii) One Hundred Six Thousand Five Hundred Fifty-One Fifty Seven Dollars ($106,557.00) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxxx (the "Note Component") in the form attached hereto as Exhibit B; and (iii) Three Hundred Forty Six Thousand Eight Hundred Forty Nine Seventy Six Dollars ($551,849.00346,876.00) to be represented by issuance to Xx. Xxxxxxx Xxxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 2.3) (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxxxXxxxxx, fully paid and nonassessable.

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 Acquisition will be the surviving entity. (b) At the Effective Time, the Interests of Orthodontic Entity outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and upon surrender to OMEGA of the certificates therefor, duly endorsed and transferable, free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions restirctions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, be converted into the right to receive an aggregate consideration (the "Consideration") of: (i) Three Hundred Thirty Three Thousand, Five Hundred Thirty Thousand Two Hundred and Eight Sixty Seven Dollars ($530,208.00333,567) in cash (the "Cash Component"); (ii) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) to be represented by a promissory note (the "Purchase Note") payable to Dr. Grove (the "Note Component") in the form attached hereto as Xxxxxxx X; and (iiiii) Three Hundred Thirty Three Thousand, Five Hundred Fifty-One Thousand Eight Hundred Forty Nine Dollars Seventy ($551,849.00333,570) Dollars to be represented by issuance to Xx. Xxxxxxx Dr. Grove of shares of OMEGA common stock ("OMEGA Stock") based on a value xx x xxxxe per share equal to 100% of the IPO Price (as defined below in Section 2.3) (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxxxDr. Grove, fully paid and nonassessable. (c) At the Effecxxxx Xxxx, each share of stock of Acquisition outstanding immediately prior to the Effective Time shall, on such date, by virtue of the Merger and without any action on the part of any holder thereof, continue and shall be held by OMEGA.