Common use of Parent to Provide Cash Clause in Contracts

Parent to Provide Cash. (i) No later than one Business Day following the Closing Date, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the cash payable pursuant to Section 1.6 hereof in exchange for outstanding shares of Company Capital Stock; provided, however, that, on behalf of the Stockholders, Parent shall deposit into the Escrow Fund an amount of cash equal to the sum of the Stockholders’ respective Pro Rata Portions of the Escrow Amount and retain the Company Unvested Cash Amount out of the aggregate amount of cash otherwise payable to the Stockholders pursuant to Section 1.6 hereof. Parent shall be deemed to have contributed on behalf of each Stockholder his, her or its Pro Rata Portion of the Escrow Amount to the Escrow Fund. Any cash deposited with the Exchange Agent shall be referred to as the “Exchange Fund”. (ii) No later than one Business Day following the Closing Date, Parent shall make available to the Surviving Corporation for payment in accordance with this Article I the cash payable pursuant to Section 1.6(c)(ii) hereof in exchange for Vested Company Options; provided, however, that, on behalf of the holders of Vested Company Option, Parent shall deposit into the Escrow Fund an amount of cash equal to the sum of such holders’ respective Pro Rata Portions of the Escrow Amount out of the aggregate amount of cash otherwise payable to the holders of Vested Company Options pursuant to Section 1.6 hereof. Parent shall be deemed to have contributed on behalf of each holder of Vested Company Options his, her or its Pro Rata Portion of the Escrow Amount to the Escrow Fund.

Parent to Provide Cash. (i) No later than one Business Day following the Closing Date, Parent shall make available to the Exchange Agent Company Securityholders for exchange in accordance with this Article I I, the cash payable pursuant to Section 1.6 hereof in exchange for outstanding shares of Company Capital Stock; providedMerger Consideration, however, that, on behalf of the Stockholders, Parent shall deposit into the Escrow Fund less an amount of cash withheld from the amount otherwise payable to the Company Securityholders equal to the sum of the Stockholders’ respective Pro Rata Portions of Escrow Amount, the Working Capital Escrow Amount and retain the Representative Escrow Amount, which Parent shall deposit in the Escrow Fund, the Working Capital Fund and the Representative Fund, respectively, in exchange for Capital Stock, outstanding Company Unvested Cash Amount out Options and outstanding Company Warrants. The Escrow Amount, the Working Capital Escrow Amount, the Representative Escrow Amount, the Total Debt Amount, and the Closing Transaction Expenses (if any) that are unpaid as of the aggregate amount of cash Closing, shall be funded through the Merger Consideration otherwise payable to the Stockholders pursuant holders of Company Securities, and the amount of cash that each holder of Company Securities would otherwise be entitled to Section 1.6 hereof. Parent receive following the Effective Time with respect to such holder’s shares of Company Securities shall be deemed to have contributed on behalf of each Stockholder his, her or its reduced by such Company Securityholder’s Pro Rata Portion of the Escrow Amount, the Working Capital Escrow Amount, the Representative Escrow Amount, the Total Debt Amount to and the Escrow FundClosing Transaction Expenses (if any) that are unpaid as of the Closing. Any cash deposited with distributable to the Exchange Agent Company Securityholders at Closing shall hereinafter be referred to as the “Exchange Fund”. ” At the Closing Parent shall, for and on behalf of and for the account and responsibility of the Company, pay (i) the Closing Debt Amount to the respective holders of the indebtedness of the Company and its Subsidiaries comprising the Closing Debt Amount in accordance with the terms of the respective payoff letters delivered by the Company to Parent pursuant to Section 6.3(d)(i) and (ii) No later than one Business Day following the Closing Date, Parent shall make available Transaction Expenses (if any) that are unpaid as of the Closing to the Surviving Corporation for payment respective Persons entitled thereto in accordance with this Article I the cash payable respective final invoices, statements, and releases delivered by the Company to Parent pursuant to Section 1.6(c)(iiSections 6.3(d)(iii) hereof in exchange and 6.3(d)(iv). Following the Closing, Parent shall, for Vested Company Options; provided, however, that, and on behalf of and for the holders of Vested Company Option, Parent shall deposit into the Escrow Fund an amount of cash equal to the sum of such holders’ respective Pro Rata Portions account and responsibility of the Escrow Amount out Company, assume the obligations of the aggregate amount of cash otherwise payable to Post-Closing Debt Amount in accordance with the holders of Vested Company Options pursuant to Section 1.6 hereof. Parent shall be deemed to have contributed on behalf of each holder of Vested Company Options his, her or its Pro Rata Portion terms of the Escrow Amount agreements for such indebtedness, and the Company Securityholders shall have no liability to Parent for the Escrow FundPost-Closing Debt Amount.

Parent to Provide Cash. (i) No later than one Business Day following the Closing Date, Parent shall make available to deposit with the Exchange Agent for exchange in accordance with this Article I the cash payable pursuant to Section 1.6 hereof Total Upfront Stock Consideration in exchange for outstanding shares of Company Capital Stock; provided, however, that, on behalf of the Stockholders, Parent shall deposit into the Escrow Fund an amount of cash equal to the sum of the Stockholders’ respective Pro Rata Portions of the Escrow Amount and retain the Company Unvested Cash Amount out of the aggregate amount of cash otherwise payable to the Stockholders pursuant to Section 1.6 hereof. Parent shall be deemed to have contributed on behalf of each Stockholder his, her or its Pro Rata Portion of the Escrow Amount to the Escrow Fundcash. Any cash deposited with the Exchange Agent pursuant to this Section 1.9(b) shall be referred to as the “Exchange Fund.”. (ii) No later than one Business Day following the Closing Date, Parent shall make available to the Surviving Corporation for payment in accordance with this Article I the cash payable Total Upfront Option Consideration in cash. The Surviving Corporation may make any payments to holders or former holders of Company Vested Options pursuant to Section 1.6(c)(iithe foregoing, net of any applicable withholding, via a regular or special payroll run, in accordance with its regular payroll practices. (iii) hereof in exchange for Vested Company Options; provided, however, that, on behalf Promptly following determination of the holders of Vested Company OptionFinal CY12 EBIT, Parent shall deposit into (A) make available to the Escrow Fund Exchange Agent for payment in accordance with this Article I an amount of cash equal to the sum of such holders’ respective Pro Rata Portions portion of the Escrow Amount out of Total CY12 Earnout Consideration payable to Shareholders (including such amounts payable as Banker Contingent Fees pursuant to Section 1.7 hereof); and (B) make available to the aggregate Surviving Corporation for payment in accordance with this Article I an amount of cash otherwise equal to the portion of the Total CY12 Earnout Consideration payable to the holders of Company Vested Options (excluding such amounts payable as Banker Contingent Fees pursuant to Section 1.7 hereof, which shall instead be remitted to the Exchange Agent for payment to Qatalyst Partners LP). The Surviving Corporation may make any payments to holders or former holders of Company Vested Options pursuant to Section 1.6 hereof. the foregoing, net of any applicable withholding, via a regular or special payroll run, in accordance with its regular payroll practices. (iv) Promptly following determination of the Final CY13 EBIT, Parent shall be deemed (A) make available to have contributed on behalf the Exchange Agent for payment in accordance with this Article I an amount of each holder of Vested Company Options his, her or its Pro Rata Portion cash equal to the portion of the Escrow Amount Total CY13 Earnout Consideration payable to Shareholders (including such amounts payable as Banker Contingent Fees pursuant to Section 1.7 hereof); and (B) make available to the Escrow FundSurviving Corporation for payment in accordance with this Article I an amount of cash equal to the portions of the Total CY13 Earnout Consideration payable to holders of Company Vested Options (excluding such amounts payable as Banker Contingent Fees pursuant to Section 1.7 hereof, which shall instead be remitted to the Exchange Agent for payment to Qatalyst Partners LP). The Surviving Corporation may make any payments to holders or former holders of Company Vested Options pursuant to the foregoing, net of any applicable withholding, via a regular or special payroll run, in accordance with its regular payroll practices.

Parent to Provide Cash. Promptly following the Effective Time, but in no event later than one (1) Business Day thereafter, Parent shall make, or cause to be made, the following payments by wire transfer of immediately available funds: (i) No later than one Business Day following the Closing Date, Parent shall make available to the Exchange Agent for exchange Paying Agent, an amount equal to the Total Consideration minus the Aggregate Exercise Price minus the amounts set forth in accordance with this Article I Section ‎1.10(b)(ii), Section ‎1.10(b)(iii) and Section ‎1.10(b)(iv); (ii) to the cash payable Company’s third party payroll agent or bank account(s) of the Company from which such payroll agent withdraws funds, an amount equal to the Total Consideration attributable to the Company Optionholders who, immediately prior to the Effective Time, are subject to withholding tax in respect of the consideration to be paid pursuant to Section 1.6 hereof in exchange for outstanding shares of Company Capital Stock; provided, however, that, on behalf of ‎1.9(a) (the Stockholders, Parent shall deposit into the Escrow Fund an amount of cash equal to the sum of the Stockholders’ respective Pro Rata Portions of the Escrow Amount and retain the Company Unvested Cash Amount out of the aggregate amount of cash otherwise payable to the Stockholders amounts deposited pursuant to clauses ‎(i) and ‎(ii) of this Section 1.6 hereof. Parent shall be deemed to have contributed on behalf of each Stockholder his‎1.10(b) collectively, her or its Pro Rata Portion of the Escrow Amount to the Escrow Fund. Any cash deposited with the Exchange Agent shall be referred to as the “Exchange Fund”.); (iiiii) No later than one Business Day following the Closing Date, Parent shall make available to the Surviving Corporation for payment Escrow Agent an amount in cash equal to 0.5% of the Preliminary Total Consideration (the “Indemnity Escrow Amount”) and an amount in cash equal to $500,000 (the “Adjustment Escrow Amount”), to be held by the Escrow Agent in separate interest-bearing accounts (the account in which the Indemnity Escrow Amount is held, the “Indemnity Escrow Account” and, together with the account in which Adjustment Escrow Amount is held, the “Escrow Accounts”) pursuant to an escrow agreement in substantially the form attached as Exhibit B hereto (the “Escrow Agreement”) and to be distributed in accordance with the terms of this Article I Agreement and the cash payable pursuant Escrow Agreement; (iv) to Section 1.6(c)(iithe Company’s third party payroll agent or bank account(s) hereof in exchange for Vested Company Options; provided, however, that, on behalf of the holders of Vested Company Optionfrom which such payroll agent withdraws funds, Parent shall deposit into the Escrow Fund an amount of cash equal to the sum of such holders’ respective Pro Rata Portions of the Escrow Amount out of the aggregate amount payable at the Closing to the Company Bonus Plan Participants under the Company Bonus Plan. The Company’s payroll administrator shall then pay all such amounts owing to each Company Bonus Plan Participant as set forth in the Bonus Payment Acknowledgment and to each person who has provided a Promised Option Cancellation Agreement (in each case, subject to applicable withholding) as soon as practicable (but in no event later than fifteen (15) days after the Effective Time); (v) to each lender that has provided a Payoff Letter (as defined below), the amount of cash otherwise Closing Indebtedness due and payable at Closing to such lender as set forth in the applicable Payoff Letter to such account or accounts as are designated by such lender in the applicable Payoff Letter; and (vi) to each service provider of the Company to which the Company owes Transaction Expenses, all Transaction Expenses payable to the holders of Vested Company Options pursuant to Section 1.6 hereof. Parent shall be deemed to have contributed on behalf of each holder of Vested Company Options his, her or its Pro Rata Portion such service provider that remain outstanding as of the Escrow Amount Closing to such account or accounts as are designated in the Escrow Fundapplicable Invoices for such Transaction Expenses.

Parent to Provide Cash. (i) No later than one Business Day Immediately following the Closing DateClosing, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I the aggregate amount of cash payable pursuant to Section 1.6 hereof in exchange for outstanding shares of Company Capital Stock; provided, howeverand, thatin accordance with Section 1.8(c), on behalf the Exchange Agent shall, following the Closing, pay to each Stockholder the amount of cash to which each such Stockholder is entitled under Sections 1.6(b) or 1.6(d)(ii), as the Stockholderscase may be. Parent will direct the Exchange Agent to immediately distribute at Closing the cash to be received at Closing to those Stockholders who have delivered the Exchange Documents to the Exchange Agent at least 10 days prior to the Closing. Notwithstanding the foregoing, Parent shall deposit into the Escrow Fund Fund, on behalf of those Stockholders who are obligated to contribute to the Escrow Fund, an amount of cash equal to the sum of the Stockholders’ respective Pro Rata Portions of the Escrow Amount and retain the Company Unvested Cash Amount out of the aggregate amount of cash otherwise payable to the Stockholders pursuant to Section 1.6 hereof. Parent shall be deemed to have contributed on behalf of each Stockholder his, her or its Pro Rata Portion of the Escrow Amount to the Escrow Fund. Any cash deposited with the Exchange Agent shall be referred to as the “Exchange Fund”. (ii) No later than one Business Day following the Closing Date, Parent shall make available to the Surviving Corporation for payment in accordance with this Article I the cash payable pursuant to Section 1.6(c)(ii) hereof in exchange for Vested Company Options; provided, however, that, on behalf of the holders of Vested Company Option, Parent shall deposit into the Escrow Fund an amount of cash equal to the sum of such holders’ respective Pro Rata Portions of the Escrow Amount out of the aggregate amount of cash otherwise payable to the holders of Vested Company Options such Stockholders pursuant to Section 1.6 hereof; provided, however, that the Escrow Amount will not include the Pro Rata Portion of the Escrow Amount for any Stockholder who exercises its appraisal rights pursuant to Section 1.7, in which case Parent shall set aside such Stockholder’s Pro Rata Portion along with the amount of cash that such Stockholder would otherwise be entitled to receive pursuant to Section 1.6(b). Parent shall be deemed to have contributed on behalf of each holder of Vested Company Options his, such Stockholder his or her or its Stockholder’s Pro Rata Portion of the Escrow Amount to the Escrow Fund, rounded to the nearest cent (with amounts greater than or equal to $0.005 rounded up). If the sum of the Pro Rata Portions (each rounded to the nearest cent) for all Stockholders does not equal the Escrow Amount (and the amount is less than $100.00), then the appropriate amount will be added to or subtracted from the Pro Rata Portion of Accel-KKR such that the sum of the rounded Pro Rata Portions does equal the Escrow Amount.