Payments Administrator. At or prior to the Closing Date, Parent shall make available, or deposit, or cause to be made available to Acquiom Clearinghouse LLC, a Delaware limited liability company (the “Payments Administrator”) a cash amount in immediately available funds equal to the Estimated Merger Consideration minus the aggregate amount of the Merger Consideration required to be paid in respect of the Company Options in accordance with the Payment Schedule (such cash, as it may thereafter be adjusted, being hereinafter referred to as the “Exchange Fund”).
Payments Administrator. On the Closing Date but prior to the Effective Time, Parent and the Stockholders’ Representative shall enter into a payments agreement in a form reasonably acceptable to Parent and the Company acting in good faith (the “Payments Agreement”) with the Payments Administrator (or such other person as Parent and the Stockholders’
Payments Administrator. As soon as reasonably practicable following the date hereof, Parent and the Company acting in good faith shall mutually agree on the payments administrator (the “Payments Administrator”) for the Merger, other than with respect to the Option Consideration. The Surviving Corporation shall serve as the paying agent for the Option Consideration, which shall be paid as provided in Section 1.11(e).
Payments Administrator. At the Closing Date, pursuant to Section 2.1(d)(ii), the Buyer shall (in accordance with Section 2.1(d)(ii) deposit the Payment Fund with the Payments Administrator for payment to the Company Shareholders in accordance with this Section 2.2 and the Closing Date Allocation Schedule. The Payments Administrator shall, pursuant to irrevocable instructions from the Buyer in accordance with the Payments Administration Agreement and the Closing Date Allocation Schedule, deliver the Closing Stock Consideration out of the Payment Fund. The Payment Fund shall not earn interest. Without limiting the foregoing, the Buyer shall take all actions necessary to ensure that, at all times, the Payment Fund includes cash sufficient to satisfy the Buyer’s obligation to pay the aggregate Closing Stock Consideration. The Payment Fund shall not be used for any purpose other than as specified in this Section 2.2(a).
Payments Administrator. On or prior to the Closing Date, Parent, the Stockholder Representative and Computershare N.A. (in such capacity, the “Payments Administrator”) shall enter into an agreement with customary terms in form and substance reasonably acceptable to each of Parent and the Stockholder Representative (the “Payments Administrator Agreement”) pursuant to which, among other things, on the Closing Date, Parent shall deposit, or cause to be deposited, the Closing Payments Fund with the Payments Administrator for the benefit of the Company Securityholders, to be held and disbursed by the Payments Administrator in accordance with this Agreement, the Funds Flow Memorandum prepared by the Company and approved by Parent (such approval not to be unreasonably withheld, conditioned or delayed), and the Payments Administrator Agreement. The Payments Administrator shall hold the Closing Payments Fund for the sole purpose of delivering the Per Share Closing Consideration to the Company Securityholders. Any portion of the amount deposited by Parent (or caused to be deposited by Parent) that remains unclaimed by the applicable Company Securityholders twelve (12) months after the Initial Effective Time will, to the extent permitted by applicable Law, be returned to Parent or its designee upon demand.
Payments Administrator. (i) Immediately following the Effective Time, Parent shall deposit, or cause to be deposited, with SunTrust Bank, a Georgia banking corporation as depository agent for use by Acquiom Clearinghouse LLC, as payments administrator (the “Payments Administrator”), for the benefit of the holders of Company Common Stock (other than holders of Nonvested Option Stock), holders of Company Preferred Stock, and the Warrant Holders, cash in an amount equal to the aggregate amount of all Total Stock Closing Payments plus the aggregate amount of all Warrant Closing Payments plus the aggregate amount of all Nonvested Cash. Such funds shall be invested as directed by Parent pending payment thereof by the Payments Administrator to the Company Stockholders, provided that, such investment shall be limited to a demand deposit account or a Federated Treasury Obligation Fund with the depository agent. Earnings from such investments shall be the sole and exclusive property of Parent or the Surviving Corporation, and no part of such earnings shall accrue to the benefit of the Company Securityholders.
(ii) Prior to the Effective Time and in accordance with the requirements of the Payments Administrator, the parties hereto agree that the Company will deliver a revised version of the Final Securityholder Schedule to the Payments Administrator to facilitate the payment of the Total Stock Closing Payments to the holders of Company Common Stock and the holders of Company Preferred Stock, and the Warrant Closing Payments to the Warrant Holders, and the Nonvested Cash payment to the former holders of Nonvested Stock, as the case may be (the “Payments Schedule”).
Payments Administrator. In connection with the Closing, Parent, the Representative and Acquiom Clearinghouse LLC or another Person mutually satisfactory to Parent and the Representative (the "Payments Administrator") shall have executed and delivered a payments administrator agreement, in form customary for transactions of this nature and reasonably acceptable to Parent and the Company, pursuant to which the Payments Administrator shall distribute the Merger Consideration pursuant to this Agreement.
Payments Administrator. The Payments Administrator shall act as a payments administrator hereunder for the payment and delivery of amounts payable in exchange for shares of Company Common Stock and/or Company Preferred Stock due hereunder. Parent shall pay to the Payments Administrator (i) at the Closing, an amount equal to (x) the Closing Merger Consideration less (y) the Closing Option Consideration, and (ii) following the Closing, any Additional Merger Consideration due and owing to the Shareholders for further distribution to the Shareholders, as applicable. Following receipt of such amounts, the Payments Administrator shall hold the amounts pursuant to (i) this Agreement and (ii) the Payments Agreement, in trust for the benefit of such Shareholders. Any funds received by the Payments Administrator pursuant to this Agreement will not be used for any purpose except as expressly provided in the Payments Agreement. The Appointed Agent, on behalf of the Company Equityholders, shall be responsible for paying all fees and expenses of the Payments Administrator. For the avoidance of doubt, all Option Consideration payable to the Company Optionholders hereunder shall be paid in accordance with Section 3.2(c).
Payments Administrator. From and after the Effective Time, Parent and Company hereby appoint Acquiom Clearinghouse LLC to act as payments administrator (the “Payments Administrator”) pursuant to the Payments Agreement in effecting the payment of the applicable Merger Consideration pursuant to this Agreement. Prior to or at the Effective Time, Parent will deposit with the Payments Administrator such amount of cash and such number of shares of Parent Common Stock that, in the aggregate, is sufficient to pay all Stockholders the Per Share Closing Consideration in accordance with this Section 2.11.
Payments Administrator. (i) Acquiom Financial LLC, a Colorado limited liability company , in its capacity as payments administrator, shall act as exchange and paying agent, registrar and transfer agent (in such capacity, the “Payments Administrator”) for the purpose of exchanging, immediately prior to the Effective Time, Company Capital Stock for the aggregate Merger Consideration, and for making other payments as set forth in the Payments Agreement. At the Effective Time, Parent or Merger Sub shall deposit, or Parent or Merger Sub shall otherwise take all steps necessary to cause to be deposited, by wire transfer of immediately available funds, in trust with the Payments Administrator for the benefit of the Major Sellers cash in an aggregate amount equal to the Merger Consideration (excluding any consideration to be retained by Parent pursuant to the Holdback Agreements) (the “Payment Fund”), which deposit shall be used solely and exclusively for purposes of paying the consideration specified in Section 1(e), and Section 7(c) and shall not be used to satisfy any other obligations of the Surviving Company. The Payments Administrator shall, pursuant to instructions provided by Parent, make the payments provided for in Section 1(e) and Section 7(c) of this Agreement out of the Payment Fund (it being understood that any and all interest earned on funds made available to the Payments Administrator pursuant to this Agreement shall remain the property of the Surviving Company).
(ii) Promptly after the Effective Time, the Payments Administrator shall mail and e-mail to each record Stockholder and each Optionholder immediately prior to the Effective Time (i) a notice of the effectiveness of the Merger, (ii) a Transmittal Letter and/or Option Cancelation Agreement (as applicable) which shall specify that delivery shall be effected only upon proper delivery of a duly executed Transmittal Letter and/or Option Cancelation Agreement (as applicable) to the Payments Administrator, and (iii) instructions for use in surrendering such Company Capital Stock and receiving that portion of the Merger Consideration payable to the Stockholders in respect thereof. In addition, the form of Transmittal Letter and/or Option Cancelation Agreement (as applicable) will require the delivering holder to represent that (x) such delivering holder has good title to such Company Capital Stock and/or Options, (y) such delivering holder has full power and authority to execute and deliver such Transmittal Letter and/or...
