Payment of the Merger Consideration Sample Clauses

Payment of the Merger Consideration. (a) At or prior to the Effective Time, Parent shall (i) deposit with the Paying Agent (A) the aggregate Per Share Closing Consideration payable with respect to shares of Common Stock outstanding immediately prior to the Effective Time, (B) the aggregate cash payment payable with respect to all shares of Class B Series 2 Preferred Stock outstanding immediately prior to the Effective Time in accordance with Section 3.1(b)(i), (C) the aggregate Class B Series 3 Preferred Stock Merger Consideration and (D) the aggregate Exchangeable Preferred Stock Merger Consideration, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment Retention. (b) The aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings on the aggregate Per Share Closing Consideration, the amount specified in Section 3.10(a)(i)(B), the aggregate Class B Series 3 Preferred Stock Merger Consideration and the aggregate Exchangeable Preferred Stock Merger Consideration shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. Earnings on amounts held by the Escrow Agent with respect to the Deferred Payment Retention shall increase the Deferred Payment Retention; provided, however, that any earnings in excess of an amount equal to 10% per annum on the Deferred Payment Retention shall not increase the Deferred Payment Retention and any such excess earnings and any earnings on amounts made available to the Paying Agent by the Escrow Agent from the Deferred Payment Retention for distribution in accordance with the terms of this Agreement shall be the sole and exclusive property of the Parent an...

Payment of the Merger Consideration. The Parent shall not take any action that would, or fail to take any action which failure would, or could reasonably be expected to, impair the Parent's ability to have available sufficient funds to pay the Merger Consideration and the Option Consideration pursuant to this Agreement and otherwise to satisfy its obligations hereunder.

Payment of the Merger Consideration. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the Company Unitholders, evidence of book-entry shares representing a number of whole shares of New Parent Class A Common Stock and New Parent Class B Common Stock constituting the Net Merger Consideration deliverable to the Company Unitholders pursuant to this Article II. Any such shares of New Parent Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Agent Fund.” The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.3, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund to each Company Unitholder in accordance with this Article II immediately prior to the Effective Time, evidence of book-entry shares representing the number of shares of the applicable portion of the Net Merger Consideration. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Parent be required to issue more than the Aggregate Merger Consideration as calculated in accordance with Section 2.1 and, if applicable, the Earnout Stock as calculated in accordance with Section 2.4. No interest shall be paid or accrued upon the transfer of any Equity Interests. Promptly following the date that is one hundred eighty (180) days after the Effective Time, Parent shall instruct the Exchange Agent to deliver to Parent all documents in its possession relating to the Transactions, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Net Merger Consideration that remains unclaimed shall be returned to Parent, and any Person that was a holder of Company Common Units as of immediately prior to the Effective Time that has not exchanged such Company Common Units for an applicable portion of the Net Merger Consideration in accordance with this Section 2.2 prior to the date that is one hundred eighty (180) days after the Effective Time, may transfer such Company Common Units to Parent and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Parent shall promptly deliver, such applicable portion of the Net Merger Consideration without any interest thereupon. No Parent Party, the Company, the Surviving Company or the Exchange Agent shall be liable to any Person in respect of any of the Net Merger Considerati...

Payment of the Merger Consideration. (a) Payments by Parent and Operator.

Payment of the Merger Consideration. At the Closing, Buyer shall (1) remit to an account specified by the Company the aggregate amount of the Option Payments, if any, which the Company shall disburse through its payroll system to each In-the-Money Option Holder entitled to receive an Option Payment (including, for the avoidance of doubt, all such Options that vest in connection with the consummation of the transactions contemplated by this Agreement), subject to applicable withholding Tax and such Option Holder executing and returning an Option Holder Acknowledgment in the form attached hereto as Exhibit E (each, an “Option Holder Acknowledgment”), and (2) remit to the Stockholders’ Representative, by wire transfer of immediately available funds, an aggregate amount in cash (the “Closing Date Payment Amount”) equal to (x) the Estimated Merger Consideration Amount; minus (y) the aggregate amount of the Option Payments, if any, minus (z) the Adjustment Escrow Amount and the Indemnity Escrow Amount. To the extent that a Stockholder (other than a holder of Dissenting Shares) delivers a duly executed Letter of Transmittal in accordance with ‎Section 2.6(c), the Stockholders’ Representative or its designee shall distribute the Closing Date Payment Amount by paying each such Stockholder the Per Share Amount with respect to its shares of the Company Stock.

Payment of the Merger Consideration. The rights of the holders of the Series A Convertible Preferred Shares to receive the merger consideration described in this Section 7 are senior in right of payment to the rights of the holders of Common Shares or of any other class or series of preferred stock, and as such, neither the Company nor any transactional counterparty of the Company may pay any consideration in respect of Common Shares or any other class or series of preferred stock unless and until the holders of the Series A Convertible Preferred Shares have received their merger consideration in full.

Payment of the Merger Consideration. The aggregate Merger Consideration shall be payable as follows: (a) At the Closing, the Buyer shall deliver the aggregate Stock Consideration to the BGS Stockholders (which Stock Consideration shall be delivered to each BGS Stockholder in the proportion that the number of BGS Shares owned by such BGS Stockholder immediately prior to the Effective Time bears to the total number of issued and outstanding BGS Shares immediately prior to the Effective Time). (b) The Cash Consideration shall be payable by wire transfer of immediately available funds to the account(s) of the BGS Stockholders specified in writing by such BGS Stockholders at least two (2) Business Days prior to the Closing (which Cash Consideration shall be delivered to each BGS Stockholder in the proportion that the number of BGS Shares owned by such BGS Stockholder immediately prior to the Effective Time bears to the total number of issued and outstanding BGS Shares immediately prior to the Effective Time); provided, however, that if the Cash Consideration exceeds $130,000,000, at the Buyer’s option, up to $20,000,000 of the Cash Consideration in excess of $130,000,000 may be paid by the execution and delivery by the Buyer of a promissory note to each BGS Stockholder in the form attached hereto as Exhibit A (the “Seller Note”) (each of which Seller Notes shall be in a principal amount in the proportion that the number of BGS Shares owned by such BGS Stockholder immediately prior to the Effective Time bears to the total number of issued and outstanding BGS Shares immediately prior to the Effective Time); provided, further, that if the aggregate value of the Stock Consideration calculated at the Average Closing Price is equal to or greater than $50,000,000, the Cash Consideration shall be payable solely in cash.

Payment of the Merger Consideration. Upon surrender of a certificate representing Lebenthal Common Stock (a "Lebenthal Certificate") for cancellation to MONY, together with such other documents as MONY shall reasonably request, the holder of such Lebenthal Certificate shall be entitled to promptly receive in exchange therefor (a) a check or a wire transfer to an account designated by such holder in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article 2, and (b) a certificate representing that number of shares of MONY Common Stock, if any, which such holder has the right to receive pursuant to this Article 2 and the Lebenthal Certificate so surrendered shall forthwith be canceled. If any certificate representing Lebenthal Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, MONY will pay, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the shares represented by such certificate.

Payment of the Merger Consideration. The aggregate consideration payable to all Shareholders with respect to their Company Shares shall be calculated at five (5) times audited 2005 EBIT of the Company, plus certain agreed-upon adjustments identified in Schedule C attached hereto, less the Transaction Expenses (the "MERGER CONSIDERATION"). (a) The Merger Consideration shall be payable to each Shareholder as follows: (i) Thirty (30%) percent of the Merger Consideration in cash (the "CASH CONSIDERATION") multipled by such Shareholder's Payout Ratio, with an additional adjustment reducing the cash payable to Xxxxxxx X. Xxxxxxx by $100,000 and increasing the cash payble to Xxxxx X. XxXxxxxxxx and Xxxxx X. Xxxxxxx by $50,000 each; (ii) a non-negotiable two (2) year subordinated note issued by Merger Sub bearing annual interest at US prime, payable quarterly, and guaranteed by the Purchaser after the Effective Time, each in substantially in the form attached hereto as EXHIBIT A (each a "NOTE," and, collectively, the "NOTES"), the principal amount of which Note shall be equal to 20% of the Merger Consideration multiplied by such Shareholder's Payout Ratio; (iii) a number of Purchaser's common shares (each a "PURCHASER COMMON SHARE," and collectively, the "PURCHASER COMMON SHARES") equal to such Shareholder's Purchaser Share Consideration Amount; (1) multiplied by 50%, divided by (2) the Market Price. A portion of the Purchaser Common Shares shall be made part of the Escrow Shares as defined in Section 3.3 below. (iv) 700 shares of Series C Preferred Stock (each a "PURCHASER PREFERRED SHARE," and collectively, the "PURCHASER PREFERRED SHARES" and with the Purchaser Common Shares, the "PURCHASER SHARES") each Purchaser Preferred Share having a liquidation value equal to $1,000 convertible into Common Shares as set forth in the Certificate of Designation. A portion of the Purchaser Preferred Shares shall be made part of the Escrow Shares as defined in Section 3.3 below. Such Preferred Purchaser Shares shall have the rights, privileges and designations more fully set forth in that Certificate of Designation attached hereto as EXHIBIT B, but such Preferred Shares shall entitle the holder at his/her option to convert the Preferred Shares into Common Stock after one year based on the Market Price at the time of conversion . (b) Prior to Closing, the Company shall provide to Purchaser a schedule containing the calculation of the payments by type and amount to the Shareholders, which schedule shall be subject...

Payment of the Merger Consideration. The Merger Consideration will be due and payable as follows: