Common use of Payment of Estimated Purchase Price Clause in Contracts

Payment of Estimated Purchase Price. (a) No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parent and Purchaser a payment instruction letter setting forth the respective amounts, payees and wiring instructions relating to the payment of the Closing Date Indebtedness and the Unpaid Seller Expenses (the “Indebtedness and Expense Payment Instruction Letter”). On the Closing Date, Purchaser shall pay the Closing Date Indebtedness and the Unpaid Seller Expenses in the amounts and in accordance with the instructions provided in the Indebtedness and Expense Payment Instruction Letter. (b) On the Closing Date, Purchaser shall deposit 1,505,646 shares of Parent Common Stock (the “Escrowed Stock”) into an escrow account (the “Escrow Account”), which shall be established pursuant to the Escrow Agreement. Subject to the terms of the Escrow Agreement, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent as follows: (i) from time to time prior to the Final Release Date, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent (A) to the Purchaser to the extent required under Section 2.4(e)(ii), and/or (B) to any Parent Indemnitee to the extent required under Section 11.7, (ii) on the date that is six (6) months following the Closing Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the number of shares of Escrowed Stock that has a value (based on the Average Trading Price as of the date of such distribution) equal to $6,000,000 and (iii) on the Final Release Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to the Final Release Date, the balance, if any, of the Escrowed Stock, unless one or more claims for indemnification of the Parent Indemnitees are pending as of such date, in which case the Escrow Agent shall (x) retain in the Escrow Account the number of shares of Parent Common Stock having a value (based on the Average Trading Price as of the Final Release Date) as would be necessary to satisfy the amount of such claim(s), as determined in accordance with this Agreement (the “Retained Amount”) and (y) release and distribute to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the remaining Escrowed Stock, if any. Upon resolution of any such pending claim, and payment and satisfaction thereof in accordance with Article II of this Agreement, the parties hereto hereby agree to jointly instruct the Escrow Agent to release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the balance, if any, of the Retained Amount. To the extent that any Escrowed Stock is released to Seller (or its designee) hereunder, Seller (or its designee) shall distribute such amounts to its Members who held Common Units as of the Closing Date on a pro rata basis (based on the number of Common Units held by each Member as of the Closing Date). (c) On the Closing Date, Purchaser shall pay, on behalf of and at the direction of Seller, the Estimated Purchase Price to the Members in the following order and priority: (i) payment in cash by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller, for payment to those Members who hold Series B Preferred Units as of the Closing Date (on a pro rata basis based on each Member’s Series B Preferred Value) in an amount equal to the aggregate Series B Preferred Value of all Members, in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; (ii) payment in cash by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller, for payment to those who hold Series A Preferred Units of Seller as of the Closing Date (on a pro rata basis based on each Member’s Series A Preferred Value), in the amount of $15,000,000 in the aggregate, as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; (iii) payment in shares of Parent Common Stock for those Members who hold Series A Preferred Units as of the Closing Date (on a pro rata basis based on each Member’s Series A Preferred Value) in an amount equal to the number of shares of Parent Common Stock obtained by dividing (x) the difference between (1) the aggregate Series A Preferred Value of all Members and (2) $15,000,000 divided by (y) $7.97, in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; and (iv) payment in shares of Parent Common Stock for those Members who hold Common Units as of the Closing Date (on a pro rata basis based on the number of Common Units held by each Member as of immediately prior to the Closing) equal to the number of shares of Parent Common Stock obtained by the difference between (x) the quotient of (1) Estimated Purchase Price minus the aggregate amount paid under clauses (i), (ii) and (iii) of this Section 2.3(c), divided by (2) $7.97 less (y) the number of Escrowed Shares in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date.

Payment of Estimated Purchase Price. (a) No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parent and Purchaser a payment instruction letter setting forth the respective amounts, payees and wiring instructions relating to the payment of the Closing Date Indebtedness and the Unpaid Seller Expenses (the “Indebtedness and Expense Payment Instruction Letter”). On the Closing Date, Purchaser shall pay the Closing Date Indebtedness and the Unpaid Seller Expenses in the amounts and in accordance with the instructions provided in the Indebtedness and Expense Payment Instruction Letter. (b) On the Closing Date, Purchaser shall deposit 1,505,646 shares of Parent Common Stock (the “Escrowed Stock”) into an escrow account (the “Escrow Account”), which shall be established pursuant to the Escrow Agreement. Subject to the terms of the Escrow Agreement, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent as follows: (i) from time to time prior The "Estimated Purchase Price", as calculated at Closing, shall be an amount in cash (without interest) equal to the Final Release DateGross Purchase Price minus (without duplication and, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent (A) to the Purchaser each case, to the extent required under Section 2.4(e)(ii), and/or (B) to any Parent Indemnitee to the extent required under Section 11.7, (ii) on the date that is six (6) months following the Closing Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the number of shares of Escrowed Stock that has a value (based on the Average Trading Price as of the date of such distribution) equal to $6,000,000 and (iii) on the Final Release Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to the Final Release Date, the balance, if any, of the Escrowed Stock, unless one or more claims for indemnification of the Parent Indemnitees are pending as of such date, in which case the Escrow Agent shall (x) retain in the Escrow Account the number of shares of Parent Common Stock having a value (based on the Average Trading Price as of the Final Release Date) as would be necessary to satisfy the amount of such claim(s), as determined in accordance with this Agreement (the “Retained Amount”) and (y) release and distribute to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the remaining Escrowed Stock, if any. Upon resolution of any such pending claim, and payment and satisfaction thereof in accordance with Article II of this Agreement, the parties hereto hereby agree to jointly instruct the Escrow Agent to release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the balance, if any, of the Retained Amount. To the extent that any Escrowed Stock is released to Seller (or its designee) hereunder, Seller (or its designee) shall distribute such amounts to its Members who held Common Units as of the Closing Date on a pro rata basis (based on the number of Common Units held by each Member as of the Closing Date). (c) On the Closing Date, Purchaser shall pay, on behalf of and at the direction of Seller, the Estimated Purchase Price to the Members in the following order and priority: (i) payment in cash by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller, for payment to those Members who hold Series B Preferred Units as of the Closing Date (on a pro rata basis based on each Member’s Series B Preferred Value) in an amount equal to the aggregate Series B Preferred Value of all Members, in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; (ii) payment in cash by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller, for payment to those who hold Series A Preferred Units of Seller as of the Closing Date (on a pro rata basis based on each Member’s Series A Preferred Value), in the amount of $15,000,000 in the aggregate, as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; (iii) payment in shares of Parent Common Stock for those Members who hold Series A Preferred Units as of the Closing Date (on a pro rata basis based on each Member’s Series A Preferred Value) in an amount equal to the number of shares of Parent Common Stock obtained by dividing (x) the difference between (1) the aggregate Series A Preferred Value of all Members and (2) $15,000,000 divided by (y) $7.97, in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; and (iv) payment in shares of Parent Common Stock for those Members who hold Common Units as of the Closing Date (on a pro rata basis based on the number of Common Units held by each Member not paid as of immediately prior to the Closing): (A) the aggregate Acquisition Expenses as shown on the Allocation Certificate, (B) the aggregate Indebtedness of the Company and the Subsidiaries as shown on the Allocation Certificate, (C) the Estimated Working Capital Adjustment, if any, (D) the aggregate amount of all Change in Control Payments, including any related employer portion of employment Taxes attributable thereto, as shown on the Allocation Certificate, (E) the aggregate amount payable at Closing in respect of the Company Phantom Units, including any related employer portion of employment Taxes attributable thereto, as shown on the Allocation Certificate, (F) the aggregate amount payable at Closing in respect of the Stock Appreciation Rights, including any related employer portion of employment Taxes attributable thereto, as shown on the Allocation Certificate, and (G) the aggregate amount of all Other Payments (the "Estimated Purchase Price"). The Estimated Purchase Price is subject to further adjustment in accordance with Section 1.3(e) and Section 1.6. (ii) The "Estimated Working Capital Adjustment" will be an amount equal to the absolute value of the following: (A) if the Estimated Closing Net Working Capital is less than the Target Net Working Capital Amount, then the Estimated Working Capital Adjustment will be equal to the difference between the Estimated Closing Net Working Capital and the Target Net Working Capital Amount; and (B) if the Estimated Closing Net Working Capital is equal to or greater than the Target Net Working Capital Amount, then the Estimated Working Capital Adjustment will be zero. (iii) Upon the terms and subject to the conditions of this Agreement, at the Closing, subject to Seller delivering to Buyer the certificate(s) representing Seller's Shares duly and properly endorsed for transfer, Buyer shall pay to Seller with respect to Seller's Shares, net of the Escrow Amount and subject to reduction pursuant to Section 1.3(e), an amount in cash (without interest) equal to the number of shares of Parent Common Stock obtained by the difference between (x) the quotient of (1) Estimated Purchase Price minus the aggregate amount paid under clauses (i), (ii) and (iii) Price. Such payment shall be made by wire transfer of this Section 2.3(c), divided federal funds to an account designated by (2) $7.97 less (y) the number of Escrowed Shares in each case Seller as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to on the Closing DateAllocation Certificate.

Payment of Estimated Purchase Price. At the Closing, the Purchaser shall pay the following: (ai) No to Computershare Trust Company of Canada, the escrow agent (the “Escrow Agent”) under the escrow agreement substantially in the form of Exhibit A hereto to be entered into on the Closing Date by the Sellers’ Agent (on behalf of the Sellers), the Purchaser and the Escrow Agent (the “Escrow Agreement”), an amount equal to Eleven Million Fifty Thousand Dollars ($11,050,000) for deposit with the Escrow Agent into an escrow account to be referred to as the “Indemnity Escrow Account”; (ii) on behalf of the Company and/or the Company’s Subsidiaries, as applicable, to each holder of Closing Indebtedness, such portion of the Closing Indebtedness as specified by such holder in the Payoff Letter from such holder; (iii) on behalf of the Sellers’ Agent on behalf of the Sellers, the Company and/or the Company’s Subsidiaries, as applicable, to the payees of the Transaction Expenses, such portion of the Transaction Expenses set forth and in accordance with the final bills and wire transfer instructions delivered by the Sellers’ Agent to the Purchaser no later than three (3) Business Days prior to the Closing; (iv) on behalf of the Company and/or the Company’s Subsidiaries, as applicable, and as directed by the Company, the aggregate amount of Transaction Employment Taxes and any Option Withholding shall be deposited into the appropriate bank accounts of the Company shall deliver or any of the Company’s Subsidiaries to Parent and Purchaser a payment instruction letter setting forth the respective amounts, payees and wiring instructions relating be held for remittance to the payment applicable Governmental Authority; (v) on behalf of the Closing Date Indebtedness and Company and/or the Unpaid Company’s Subsidiaries, as applicable, the repayment of the Non-Seller Expenses (the “Indebtedness and Expense Payment Instruction Letter”). On the Closing Date, Purchaser shall pay the Closing Date Indebtedness and the Unpaid Seller Expenses in the amounts and in accordance with the instructions provided in the Indebtedness and Expense Payment Instruction Letter.Option Notes; and (b) On the Closing Date, Purchaser shall deposit 1,505,646 shares of Parent Common Stock (the “Escrowed Stock”) into an escrow account (the “Escrow Account”), which shall be established pursuant to the Escrow Agreement. Subject to the terms of the Escrow Agreement, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent as follows: (i) from time to time prior to the Final Release Date, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent (Avi) to the Purchaser to the extent required under Section 2.4(e)(ii), and/or (B) to any Parent Indemnitee to the extent required under Section 11.7, (ii) on the date that is six (6) months following the Closing Date, the Escrow Sellers’ Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the number of shares of Escrowed Stock that has a value (based on the Average Trading Price as of the date of such distribution) equal to $6,000,000 and (iii) on the Final Release Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to the Final Release Date, the balance, if any, of the Escrowed Stock, unless one or more claims for indemnification of the Parent Indemnitees are pending as of such date, in which case the Escrow Agent shall (x) retain in the Escrow Account the number of shares of Parent Common Stock having a value (based on the Average Trading Price as of the Final Release Date) as would be necessary to satisfy the amount of such claim(s), as determined in accordance with this Agreement (the “Retained Amount”) and (y) release and distribute to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the remaining Escrowed Stock, if any. Upon resolution of any such pending claim, and payment and satisfaction thereof in accordance with Article II of this Agreement, the parties hereto hereby agree to jointly instruct the Escrow Agent to release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the balance, if any, of the Retained Amount. To the extent that any Escrowed Stock is released to Seller (or its designee) hereunder, Seller (or its designee) shall distribute such amounts to its Members who held Common Units as of the Closing Date on a pro rata basis (based on the number of Common Units held by each Member as of the Closing Date). (c) On the Closing Date, Purchaser shall pay, on behalf of and at the direction of SellerSellers, the amount equal to the Estimated Purchase Price less the amounts referred to in Section 2.3(i), to be distributed to each Seller in consideration for the Members acquisition of its Purchased Stock, in accordance with their Pro Rata Share (subject to withholding), except that in the following order and priority: (i) payment in cash by Purchaser by wire transfer case of immediately available fundseach Seller that is selling Option Stock, to an account or accounts designated by such Seller, for payment and the Sellers’ Agent on their behalf, hereby irrevocably directs the Purchaser to those Members who hold Series B Preferred Units as of the Closing Date (on a pro rata basis based on each Member’s Series B Preferred Value) in retain an amount equal to the aggregate Series B Preferred Value such Seller’s Option Loan, and such amount shall be set off against each such Seller’s Option Loan in complete satisfaction of all Members, in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; (ii) payment in cash by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller, for payment to those who hold Series A Preferred Units of Seller as of the Closing Date (on a pro rata basis based on each Member’s Series A Preferred Value), in the amount of $15,000,000 in the aggregate, as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; (iii) payment in shares of Parent Common Stock for those Members who hold Series A Preferred Units as of the Closing Date (on a pro rata basis based on each Member’s Series A Preferred Value) in an amount equal to the number of shares of Parent Common Stock obtained by dividing (x) the difference between (1) the aggregate Series A Preferred Value of all Members and (2) $15,000,000 divided by (y) $7.97, in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; and (iv) payment in shares of Parent Common Stock for those Members who hold Common Units as of the Closing Date (on a pro rata basis based on the number of Common Units held by each Member as of immediately prior to the Closing) equal to the number of shares of Parent Common Stock obtained by the difference between (x) the quotient of (1) Estimated Purchase Price minus the aggregate amount paid under clauses (i), (ii) and (iii) of this Section 2.3(c), divided by (2) $7.97 less (y) the number of Escrowed Shares in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Datesuch loan.

Payment of Estimated Purchase Price. (a) No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parent and Purchaser a payment instruction letter setting forth the respective amounts, payees and wiring instructions relating to the payment of the Closing Date Indebtedness and the Unpaid Seller Expenses (the “Indebtedness and Expense Payment Instruction Letter”). On the Closing Date, Purchaser shall pay the Closing Date Indebtedness and the Unpaid Seller Expenses in the amounts and in accordance contemporaneously with the instructions provided in filing of the Indebtedness and Expense Payment Instruction Letter.Certificate of Merger, Parent shall pay, or shall cause the Company, Newco or the Surviving Corporation to pay, the Estimated Purchase Price as follows: (bi) On the Closing Date, Purchaser shall deposit 1,505,646 shares An amount of Parent Common Stock cash equal to $6,000,000 (such amount the “Escrowed StockEmployment Litigation Escrow Amount” and such cash the “Employment Litigation Escrow Funds”) shall be deposited into an interest-bearing escrow account (the “Employment Litigation Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement (x) shall be entered into on the Closing Date among Parent, the Surviving Corporation, the Representative and X.X. Xxxxxx Trust Company, National Association, as escrow agent, and (y) shall be substantially in the form of Exhibit C attached hereto; (ii) An amount of cash equal to $5,000,000 (such amount the “Purchase Price Escrow Amount” and such cash the “Purchase Price Escrow Funds”) shall be deposited into an interest-bearing escrow account (the “Purchase Price Escrow Account”), which shall be established pursuant to the Escrow Agreement. Subject to the terms of the Escrow Agreement, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent as follows: (i) from time to time prior to the Final Release Date, the Escrowed Stock in the Escrow Account shall be distributed and released by the Escrow Agent (A) to the Purchaser to the extent required under Section 2.4(e)(ii), and/or (B) to any Parent Indemnitee to the extent required under Section 11.7, (ii) on the date that is six (6) months following the Closing Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the number of shares of Escrowed Stock that has a value (based on the Average Trading Price as of the date of such distribution) equal to $6,000,000 and (iii) on the Final Release Date, the Escrow Agent shall distribute and release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to the Final Release Date, the balance, if any, of the Escrowed Stock, unless one or more claims for indemnification of the Parent Indemnitees are pending as of such date, in which case the Escrow Agent shall (x) retain in the Escrow Account the number of shares of Parent Common Stock having a value (based on the Average Trading Price as of the Final Release Date) as would be necessary to satisfy the amount of such claim(s), as determined in accordance with this Agreement (the “Retained Amount”) and (y) release and distribute to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the remaining Escrowed Stock, if any. Upon resolution of any such pending claim, and payment and satisfaction thereof in accordance with Article II of this Agreement, the parties hereto hereby agree to jointly instruct the Escrow Agent to release to the Seller (or its designee) for distribution to those Members who held Common Units as of the Closing Date, as set forth in a written notice by Seller to Purchaser and the Escrow Agent at least two (2) Business Days prior to such release date, the balance, if any, of the Retained Amount. To the extent that any Escrowed Stock is released to Seller (or its designee) hereunder, Seller (or its designee) shall distribute such amounts to its Members who held Common Units as of the Closing Date on a pro rata basis (based on the number of Common Units held by each Member as of the Closing Date). (c) On the Closing Date, Purchaser shall pay, on behalf of and at the direction of Seller, the Estimated Purchase Price to the Members in the following order and priority: (i) payment in cash by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller, for payment to those Members who hold Series B Preferred Units as of the Closing Date (on a pro rata basis based on each Member’s Series B Preferred Value) in an amount equal to the aggregate Series B Preferred Value of all Members, in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; (ii) payment in cash by Purchaser by wire transfer of immediately available funds, to an account or accounts designated by Seller, for payment to those who hold Series A Preferred Units of Seller as of the Closing Date (on a pro rata basis based on each Member’s Series A Preferred Value), in the amount of $15,000,000 in the aggregate, as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date; (iii) payment in shares of Parent Common Stock for those Members who hold Series A Preferred Units as of the Closing Date (on a pro rata basis based on each Member’s Series A Preferred Value) in an amount equal to the number of shares of Parent Common Stock obtained The payments contemplated by dividing (x) the difference between (1) the aggregate Series A Preferred Value of all Members Section 2.9 and (2) $15,000,000 divided by (y) $7.97, in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing Date2.11 shall be made; and (iv) payment in shares of Parent Common Stock for those Members who hold Common Units as The balance of the Closing Date (on a pro rata basis based on the number of Common Units Estimated Purchase Price, if any, shall be held by each Member as the Surviving Corporation, in a segregated account, for the benefit of immediately prior the Former Securities Holders until paid in accordance with Section 2.11 hereof or, if requested by the Representative, paid to the Closing) equal to the number of shares of Parent Common Stock obtained Representative or a bank or trust company selected by the difference between (x) Representative to hold in trust for the quotient benefit of (1) Estimated Purchase Price minus the aggregate amount paid under clauses (i), (ii) and (iii) of this Section 2.3(c), divided by (2) $7.97 less (y) the number of Escrowed Shares in each case as set forth in a written notice by Seller to Purchaser at least two (2) Business Days prior to the Closing DateFormer Securities Holders.