Payment of Other Amounts at Closing. At the Closing, Buyer shall:
(a) on behalf of the Company, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Certificate, the aggregate amount of Paid Indebtedness as set forth in the Payoff Letters;
(b) on behalf of the Company, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Certificate, the aggregate amount of the Estimated Closing Company Transaction Expenses;
(c) deposit the Adjustment Escrow Amount and the Indemnity Escrow Amount with the Escrow Agent by wire transfer of immediately available funds, which shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Adjustment Escrow Amount and the Indemnity Escrow Amount will not be used for any purpose except as expressly provided in this Agreement or the Escrow Agreement; and
(d) on behalf of the Equity Holders, pay to the Stockholders’ Representative the Administrative Expense Amount for deposit into the Administrative Expense Account.
Payment of Other Amounts at Closing. At the Closing, Buyer shall:
(a) on behalf of the Company, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Certificate, the aggregate amount of Paid Indebtedness;
(b) on behalf of the Company, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Certificate, the aggregate amount of the Estimated Closing Company Transaction Expenses;
(c) deposit the Adjustment Escrow Amount and the Indemnity Escrow Amount with the Escrow Agent by wire transfer of immediately available funds, which shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement;
(d) on behalf of the Equity Holders, pay to the Stockholders’ Representative the Administrative Expense Amount for deposit into the Administrative Expense Account; and
(e) pay to the Company (for the benefit of the SAR Participants), the SAR Closing Payment Amount, which the Company shall disburse through its payroll system to each SAR Participant in accordance with the amounts set forth in the Closing Date Payment Certificate, less applicable withholding Tax.
Payment of Other Amounts at Closing. At the Closing, Parent:
(i) shall, on behalf of the Company, pay or cause to be paid to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Statement, the Company Transaction Expenses for which invoices have been delivered pursuant to Section 2.11(b)(v) above which have not been paid prior to the Closing; provided, that any Company Transaction Expenses payable to any director, officer or employee of the Company (including any director, officer, or employee bonuses) shall instead be deposited with the Company and paid on the next regularly scheduled payroll date;
(ii) shall pay or cause to be paid the Parent Transaction Expenses by wire transfer of immediately available funds;
(iii) may, in its sole discretion, elect to pay or cause to be paid to any holder of Funded Indebtedness (including any Stockholder who holds Funded Indebtedness) for which payoff letters have been delivered pursuant to Section 2.11(b)(v) above, an amount sufficient to repay such Funded Indebtedness, with the result that immediately following the Closing there will be no further monetary obligations of the Company or any of its Subsidiaries with respect to such Funded Indebtedness outstanding immediately prior to the Closing; and
(iv) shall, on behalf of the Company, deliver Five Million (5,000,000) shares of Parent Common Stock to SERES in satisfaction of the Company’s obligation to pay to SERES the SERES Payment Amount, upon Parent’s and the Company’s receipt of the Amended and Restated Registration Rights Agreement and Accredited Investor questionnaire, in each case duly executed by SERES.
3. Section 3.23 of the Merger Agreement is hereby deleted in its entirety and replaced with the following: “To the Knowledge of the Company, each Stockholder, each Convertible Note Holder and SERES is an Accredited Investor.”
4. Exhibit A to the Merger Agreement is hereby amended to add the following definition to Exhibit A:
Payment of Other Amounts at Closing. At the Closing, Buyer shall:
(a) on behalf of the Company and the Company’s Subsidiaries, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Indebtedness Statement, the aggregate amount of the Indebtedness as of the Effective Time;
(b) on behalf of the Company and the Company’s Subsidiaries, pay to such account or accounts as the Company specifies to Buyer pursuant to the Closing Date Financial Certificate, the aggregate amount of the Transaction Expenses and the aggregate amount of the Change of Control Payments; and
(c) deposit the Indemnity Escrow Amount and the Purchase Price Adjustment Escrow Amount with the Escrow Agent by wire transfer of immediately available funds, which will be held by the Escrow Agent in accordance with the terms of the Escrow Agreement to secure (i) with respect to the Purchase Price Adjustment Escrow Amount, certain adjustments to the Purchase Price under Section 2.6, and (ii) with respect to the Indemnity Escrow Amount, certain of the indemnification obligations of the Seller under Article X and, to the extent that the Purchase Price Adjustment Escrow Amount is not sufficient, certain adjustments to the Purchase Price under Section 2.6.
Payment of Other Amounts at Closing. At the Closing, Parent shall:
(i) pay the Cash Consideration portion of the Merger Consideration to Holder Representative to be further paid to the Pre-Closing Holders who have delivered duly executed Letters of Transmittal, pursuant to Section 3.4;
(ii) pay to the Holder Representative the Holder Representative Expense Amount, by wire transfer to an account or accounts designated by the Holder Representative in writing at least three (3) Business Days prior to the Closing Date, in immediately available funds;
(iii) deposit or cause to be deposited with the Escrow Agent by wire transfer of immediately available funds the fees payable to the Escrow Agent in connection with the Holdback Escrow Agreement and the Sponsor Escrow Agreement;
(iv) on behalf of the Company, pay or cause to be paid to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Statement, the Company Transaction Expenses that have not yet been paid;
(v) on behalf of the Company, pay or cause to be paid to the Pre-Closing Holders to such account or accounts as the Company specified to Parent pursuant to the Closing Date Statement, the Company Transaction Expenses that have been paid prior to Closing and any Parent Transaction Expenses that have been paid by the Company on the Parent’s behalf prior to the Closing; and
(vi) on behalf of the Parent Parties, pay or cause to be paid to such account or accounts as the Parent specifies to the Company in writing, the Parent Transaction Expenses.
Payment of Other Amounts at Closing. Simultaneous with the payment of the Cash Purchase Price and Share Purchase Price at Closing, each of each of the following shall be paid or repaid pursuant to the Allocation Schedule: (i) the Option Repurchase Amount, (ii) the aggregate amount of Target Transaction Expenses set forth on the Closing Transaction Expense Certificate and (iii) any Outstanding Debt Amount (including without limitation the premium amount payable under the terms of the Notes).
Payment of Other Amounts at Closing. On the terms and subject to the conditions set forth herein, on the Closing Date, immediately after the Effective Time:
(a) PubCo, Surviving MDH and the Company shall pay or cause to be paid the Transaction Expenses; and
(b) the Company shall pay a portion of its outstanding debt in an amount up to $12,320,365, plus and accrued interest under the Credit Agreement.
Payment of Other Amounts at Closing. At the Closing, Parent: (i) shall, on behalf of the Company, pay or cause to be paid to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Statement, the Company Transaction Expenses for which invoices have been delivered pursuant to Section 2.11(b)(v) above which have not been paid prior to the Closing; provided, that any Company Transaction Expenses payable to any director, officer or employee of the Company (including any director, officer, or employee bonuses) shall instead be deposited with the Company and paid on the next regularly scheduled payroll date;
Payment of Other Amounts at Closing. At the Closing, PubCo shall:
(a) subject to Section 5.21, on behalf of the Company, pay or cause to be paid the aggregate amount of Indebtedness for Borrowed Money in the Closing Date Indebtedness Statement payable on the Closing Date to such account or accounts as the Company specifies to Parent in the Closing Date Indebtedness Statement;
(b) on behalf of the Company, pay or cause to be paid to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Financial Certificate, the Estimated Closing Company Transaction Expenses;
(c) on behalf of the Parent Parties, pay or cause to be paid to such account or accounts as the Parent specifies to PubCo and the Company in writing, the aggregate amount of the Parent Transaction Expenses;
(d) deposit or cause to be deposited the Escrow Amount with the Escrow Agent by wire transfer of immediately available funds, which shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement; and
(e) on behalf of the Equity Holders, pay or cause to be paid to the Stockholders’ Representative the Administrative Expense Amount for deposit into the Administrative Expense Account.
Payment of Other Amounts at Closing. On the terms and subject to the conditions set forth herein, on the Closing Date, immediately after the Effective Time, RAC shall cause the Buyer to pay, on behalf of the Company Unitholders, the Seller Advisor Fees to the account or accounts provided to the Buyer by the Equityholder Representative (in good faith and with reasonable supporting documentation) at least three Business Days prior to the Closing Date.
