Common use of Payment of Merger Consideration Clause in Contracts

Payment of Merger Consideration. (a) Prior to the Closing, Parent shall appoint a bank or trust company of national recognition reasonably acceptable to the Company, or Parent’s transfer agent, to act as exchange agent (the “Exchange Agent”) hereunder. At the Closing, Parent shall deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Common Stock, for exchange in accordance with this Section 2.9, (i) certificates or evidence of book-entry shares representing the shares of Parent Common Stock included in the Aggregate Per Share Common Stock Merger Consideration and (ii) cash representing the sum of (A) the Aggregate Cash Amount plus (B) cash necessary to pay in lieu of fractional shares pursuant to Section 2.9(b)(ix) (such shares of Parent Common Stock together with such cash, the “Exchange Fund”). On the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each Common Stockholder who has surrendered its Certificates, if applicable, and a properly completed and duly executed Letter of Transmittal at least two (2) Business Days prior to the Closing Date, the Per Share Common Stock Merger Consideration for each share of Common Stock held by such Common Stockholder, and following the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each other Common Stockholder the Per Share Common Stock Merger Consideration for each share of Common Stock held by such Common Stockholder, in each case in accordance with the procedures set forth herein, and Parent shall pay (i) to the Surviving Company for payment to each holder of Restricted Stock Awards or RSU Awards, the Per Share Common Stock Merger Consideration for each outstanding Restricted Stock Award or RSU Award held by such individual, less any applicable withholding Taxes and (ii) cash to the Surviving Company for payment to each holder of Options or EARs, the Per Option/EAR Merger Consideration for each outstanding and unexercised Option or EAR held by such individual, less any applicable withholding Taxes.

Payment of Merger Consideration. (a) Prior to the Closing, Parent shall appoint a bank or trust company of national recognition reasonably acceptable to the Company, or Parent’s transfer agent, to act as exchange agent (the “Exchange Agent”) hereunder. At the Closing, Parent shall deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Class L Common Stock and SCCII Preferred Stock, for exchange in accordance with this Section 2.93.2, (i) certificates or evidence of book-entry shares representing the a number of shares of Parent Common Stock included in sufficient to pay the Aggregate holders of shares of Class L Common Stock and SCCII Preferred Stock the Per Share Merger 1 Stock Amount and the Per Share Merger 2 Stock Amount, respectively, in respect of each share of Class L Common Stock Merger Consideration and SCCII Preferred Stock held by such holders and (ii) an amount of cash representing the sum of sufficient to pay (A) the Aggregate holders of shares of Class L Common Stock and SCCII Preferred Stock the Per Share Merger 1 Cash Amount and the Per Share Merger 2 Cash Amount, respectively, in respect of each share of Class L Common Stock and SCCII Preferred Stock held by such holders plus (B) the cash necessary to pay be paid to such holders in lieu of fractional shares pursuant to Section 2.9(b)(ix3.1(i) (such shares of Parent Common Stock together with such cash, the “Exchange Fund”). On the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each holder of Class L Common Stockholder Stock and each holder of SCCII Preferred Stock who has surrendered its Certificates, if applicable, and delivered a properly completed and duly executed Letter of Transmittal at least two by the second (22nd) Business Days Day prior to the Closing Date, the Per Share Common Stock Merger 1 Consideration for each share of Class L Common Stock held by such Common Stockholderholder and the Per Share Merger 2 Consideration for each share of SCCII Preferred Stock held by such holder, and following the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each other holder of Class L Common Stockholder Stock (who has thereafter surrendered its Certificates, if applicable, and delivered a properly completed and duly executed Letter of Transmittal) the Per Share Common Stock Merger 1 Consideration for each share of Class L Common Stock held by such Common Stockholderholder and to each other holder of SCCII Preferred Stock (who has thereafter surrendered its Certificates, if applicable, and delivered a properly completed and duly executed Letter of Transmittal) the Per Share Merger 2 Consideration for each share of SCCII Preferred Stock held by such holder, in each case in accordance with the procedures and timing set forth herein, and Parent shall pay (i) to the Surviving Company for payment to each holder of Restricted Stock Awards or RSU Awards, the Per Share Common Stock Merger Consideration for each outstanding Restricted Stock Award or RSU Award held by such individual, less any applicable withholding Taxes and (ii) cash to the Surviving Company for payment to each holder of Options or EARs, the Per Option/EAR Merger Consideration for each outstanding and unexercised Option or EAR held by such individual, less any applicable withholding Taxes.

Payment of Merger Consideration. (a) Prior to the Closing, Parent the Company shall appoint deliver to Parent, the Exchange Agent and the Shareholder Representative a bank or trust company written schedule setting forth the applicable amount to be paid to each holder of national recognition reasonably acceptable Ordinary Shares, Options, Incentive Shares and Restricted Stock Units pursuant to the Company, or Parent’s transfer agent, to act as exchange agent this Section 2.9 (the “Payments Schedule”) and none of the Exchange Agent”) hereunder, the Parent, the Surviving Company nor the Shareholder Representative shall have any liability whatsoever related to or arising out of any errors in the calculations set forth in such schedule. At the Closing, Parent shall deposit, or cause to be deposited, (i) with the Exchange Agent, in trust for the benefit of the holders of shares of Common StockOrdinary Shares and Options issued pursuant to the Performance Option Agreement, for exchange in accordance with this Section 2.9, (i) certificates or evidence of book-entry shares representing the shares of Parent Common Stock included cash in the Aggregate Per Share Common Stock Merger Consideration and (ii) cash representing the sum amount of (A) the Aggregate Cash Amount plus (B) cash necessary to pay in lieu of fractional shares Estimated Consideration minus the amount deposited with the Surviving Company pursuant to Section 2.9(b)(ixclause (iii) below (such shares of Parent Common Stock together with such cash, the “Exchange Fund”). On , (ii) with the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each Common Stockholder who has surrendered its Certificates, if applicable, and a properly completed and duly executed Letter of Transmittal at least two (2) Business Days prior to the Closing DateEscrow Agent, the Per Share Common Stock Merger Consideration for each share of Common Stock Purchase Price Adjustment Holdback Amount to be held by such Common Stockholder, and following in the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each other Common Stockholder the Per Share Common Stock Merger Consideration for each share of Common Stock held by such Common Stockholder, in each case Escrow Account in accordance with the procedures set forth hereinterms of the Escrow Agreement, and Parent shall pay (iiii) with the Surviving Company, for the benefit of holders of Options (other than Options issued pursuant to the Surviving Company for payment to each holder of Performance Option Agreement), Incentive Shares and Restricted Stock Awards or RSU AwardsUnits, the Per Share Common Stock Merger portion of the Aggregate Estimated Consideration for each outstanding Restricted Stock Award or RSU Award held by payable to such individual, less any applicable withholding Taxes holders and (iiiv) cash to with the Surviving Company for payment to each holder of Options or EARsShareholder Representative, the Per Option/EAR Merger Consideration Shareholder Representative Expense Amount which will be used for each outstanding the purposes of paying directly, or reimbursing the Shareholder Representative for, any third party expenses pursuant to this Agreement and unexercised Option or EAR held any agreements ancillary hereto. All other fees, costs and expenses of the Escrow Agent and the Exchange Agent will be paid by such individual, less any applicable withholding TaxesParent.

Payment of Merger Consideration. (a) Prior to the Closing, Parent shall appoint a bank or trust company of national recognition reasonably acceptable to the Company, or Parent’s transfer agent, to act as exchange agent (the “Exchange Agent”) hereunder. At the Closing, Parent shall deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Common Stock, Options and Restricted Stock Awards, for exchange in accordance with this Section 2.9, (i) certificates or evidence of book-entry shares representing the a number of shares of Parent Common Stock included in equal to the Aggregate Per Share Common Stock Merger Consideration Amount and (ii) cash representing the sum of (A) the Aggregate Base Cash Amount plus (B) cash necessary to pay in lieu of fractional shares pursuant to Section 2.9(b)(ix) (such shares of Parent Common Stock together with such cash, the “Exchange Fund”)) and with the Stockholder Representative, the Stockholder Representative Holdback Amount. On the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each Common Stockholder and holder of a Restricted Stock Award who has surrendered its Certificates, if applicable, and delivered a properly completed and duly executed Letter of Transmittal at least two three (23) Business Days prior to the Closing Date, the Per Share Common Stock Merger Consideration for each share of Common Stock held by such Common StockholderStockholder and the Per Share Common Stock Merger Consideration (less the Applicable Withholding Amount) for each share of Common Stock underlying such Restricted Stock Award, and following the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each other Common Stockholder and holder of a Restricted Stock Award (who has thereafter surrendered its Certificates, if applicable, and delivered a properly completed and duly executed Letter of Transmittal) the Per Share Common Stock Merger Consideration for each share of Common Stock held by such Common StockholderStockholder and the Per Share Common Stock Merger Consideration (less the Applicable Withholding Amount) for each share of Common Stock underlying such Restricted Stock Award, in each case in accordance with the procedures set forth herein, and Parent shall cause the Exchange Agent to pay (i) to the Surviving Company for payment to each holder of Restricted Stock Awards or RSU AwardsOptions who is an Accredited Holder, the Per Share Common Stock Merger Consideration for each Net Option Share relating to each outstanding Restricted Stock Award or RSU Award held by such individualOption payable pursuant to Section 2.7(d)(i), less any applicable withholding Taxes and (ii) cash to the Surviving Company for payment to each holder of Options or EARswho is a Non-Accredited Holder, cash in an amount equal to the Per Option/EAR Merger Consideration consideration for each outstanding and unexercised Cashed-Out Option or EAR held by such individualpayable pursuant to Section 2.7(d)(ii), less any applicable withholding Taxes. Notwithstanding the foregoing or anything to the contrary contained herein, a number of shares of Parent Common Stock and an amount of cash with an aggregate value equal to the Excluded Restricted Stock Award Consideration Amount (in each case valuing the Parent Common Stock based on the Closing Parent Common Stock Price) shall be withheld from the amount payable to the Common Stockholders, holders of Restricted Stock Awards and holders of Options at any time in accordance with the remainder of this Section 2.9(a) (the “Excluded Restricted Stock Award Holdback”). The amount of cash and/or shares of Parent Common Stock withheld from each Common Stockholder, each holder of a Restricted Stock Award and each holder of Options shall be equal to the difference between the amount of cash and/or shares of Parent Common Stock payable to each such holder in accordance with this Section 2.9(a) and the amount of cash and/or shares of Parent Common Stock that would have been payable to such holder in accordance with this Section 2.9(a) had the Fully-Diluted Outstanding Stock included the Excluded Restricted Stock Award, for each holder in the same proportion of cash to shares of Parent Common Stock (and in the case of Cashed-Out Options, solely in the form of cash) as such holder would have been entitled to receive prior to giving effect to the withholding described in this and the preceding sentence (such aggregate amount of withheld cash and shares of Parent Common Stock, the “Excluded Restricted Stock Award Escrow Property”), which Excluded Restricted Stock Award Escrow Property shall have an aggregate value equal to the Excluded Restricted Stock Award Consideration Amount (in each case valuing the Parent Common Stock based on the Closing Parent Common Stock Price). The Excluded Restricted Stock Award Escrow Property shall be held by the Stockholder Representative or, at the Stockholder Representative’s option, by a third party or other entity controlled by the Stockholder Representative (the Stockholder Representative or such third party or other entity, in such capacity, the “Escrow Property Agent”) and shall be disbursed in accordance with the Vesting Agreement. In the event, pursuant to the terms of the Vesting Agreement, the Excluded Restricted Stock Award Escrow Property becomes available for distribution to the Common Stockholders, holders of Restricted Stock Awards and holders of Options, the Escrow Property Agent (with the cooperation of Parent as set forth in the last sentence of Section 2.7(f)) shall return such Excluded Restricted Stock Award Escrow Property to the Common Stockholders, holders of Restricted Stock Awards and holders of Options in the amounts and in the form (whether cash or a combination of cash and Parent Common Stock) withheld from such holders pursuant to the Excluded Restricted Stock Award Holdback (and for the avoidance of doubt, neither Parent nor the Company shall have any liability whatsoever related to or arising out of such distribution by the Escrow Property Agent). Notwithstanding anything to the contrary contained herein, including Section 2.7, to the extent the Excluded Restricted Stock Award Escrow Property is disbursed to the holders of Excluded Restricted Stock Awards in accordance with the Vesting Agreement, no Common Stockholder, holder of Restricted Stock Awards or holder of Options shall have any rights with respect thereto or be entitled to any consideration in respect thereof, and the Excluded Restricted Stock Award Consideration Amount, to the extent disbursed to the holders of Excluded Restricted Stock Awards in accordance with the Vesting Agreement, shall be deemed a reduction to the aggregate cash consideration and/or the aggregate number of shares of Parent Common Stock to be paid and issued to Common Stockholders, holders of Restricted Stock Awards and holders of Options pursuant to this Agreement. For the avoidance of doubt, the Escrow Property Agent shall have sole discretion (subject to the Vesting Agreement) to determine when Restricted Stock Award Escrow Property shall become available for distribution to the holder of an Excluded Restricted Stock Award or to the Common Stockholders, holders of Restricted Stock Awards and holders of Options, in each case in accordance with the Vesting Agreement, and neither Parent nor the Company shall have any liability whatsoever related to or arising out of such determination.

Payment of Merger Consideration. (a) Prior to the Closing, Parent shall appoint a bank or trust company of national recognition reasonably acceptable to the Company, or Parent’s transfer agent, to act as exchange agent (the ““ Exchange AgentAgent ”) hereunder. At the Closing, Parent shall deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Common Stock, for exchange in accordance with this Section 2.92.9 , (i) certificates or evidence of book-entry shares representing the shares of Parent Common Stock included in the Aggregate Per Share Common Stock Merger Consideration and (ii) cash representing the sum of (A) the Aggregate Cash Amount plus (B) cash necessary to pay in lieu of fractional shares pursuant to Section 2.9(b)(ix) (such shares of Parent Common Stock together with such cash, the ““ Exchange FundFund ”). On the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each Common Stockholder who has surrendered its Certificates, if applicable, and a properly completed and duly executed Letter of Transmittal at least two (2) Business Days prior to the Closing Date, the Per Share Common Stock Merger Consideration for each share of Common Stock held by such Common Stockholder, and following the Closing Date, Parent shall cause the Exchange Agent to pay from the Exchange Fund to each other Common Stockholder the Per Share Common Stock Merger Consideration for each share of Common Stock held by such Common Stockholder, in each case in accordance with the procedures set forth herein, and Parent shall pay (i) to the Surviving Company for payment to each holder of Restricted Stock Awards or RSU Awards, the Per Share Common Stock Merger Consideration for each outstanding Restricted Stock Award or RSU Award held by such individual, less any applicable withholding Taxes and (ii) cash to the Surviving Company for payment to each holder of Options or EARs, the Per Option/EAR Merger Consideration for each outstanding and unexercised Option or EAR held by such individual, less any applicable withholding Taxes.