Payments at the Closing. At the Closing, the Buyer or the Transitory Subsidiary shall make, or cause to be made, the following payments (in an amount, in the aggregate, equal to the Base Merger Consideration), by wire transfer of immediately available funds: (a) first, an amount equal to the Company Indebtedness shall be paid to the holders thereof immediately prior to the Effective Time; (b) second, the amounts of any unpaid Company Transaction Expenses shall be paid to the payees thereof; (c) third, the amounts of (i) Eight Million Dollars ($8,000,000) (the “Escrow Amount”) shall be deposited into the Escrow Account to be held by the Escrow Agent in accordance with Section 1.11 of this Agreement and the Escrow Agreement; and (ii) Five Hundred Thousand Dollars ($500,000) (the “Aurora Escrow Amount”) shall be deposited into the Aurora Escrow Account to be held in accordance with Section 1.11 of this Agreement and the Aurora Escrow Agreement; (d) fourth, the amount of Two Hundred Thousand Dollars ($200,000) (the “Representative Fund”) shall be paid to an account established by the Representative to be held in accordance with Section 1.12(f) hereof (the amount of the Base Merger Consideration less the payments described in Sections 1.5(a), (b), (c) and (d) is referred to as the “Closing Merger Consideration”); and (e) fifth, the Closing Merger Consideration (other than the aggregate Option Consideration) shall be deposited with the Paying Agent, and shall be distributed by the Paying Agent to the Company Stockholders in accordance with Sections 1.6(b) and 1.9 hereof, and the aggregate Option Consideration shall be deposited with the Company and shall be distributed by the Company (net of required withholding Taxes) to the Option Holders in accordance with Section 1.9. In addition, at the Closing, the Buyer or the Transitory Subsidiary shall pay, or cause to be paid, the amount of Six Million Dollars ($6,000,000) to Tecan Group AG (“Tecan”) under the terms of the Tecan Settlement Agreement, by wire transfer of immediately available funds as set forth in the Tecan Settlement Agreement.
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Payments at the Closing. At the Closing, the Buyer or the Transitory Subsidiary shall make, or cause to be made, the following payments (in an amount, in the aggregate, equal to the Base Merger Consideration), by wire transfer of immediately available funds:
(a) first, an amount equal the Buyer shall deliver or shall cause to be delivered to the Company Indebtedness shall be paid to the holders thereof immediately prior to the Effective Time;
(b) secondSeller, the amounts of any unpaid Company Transaction Expenses shall be paid to the payees thereof;
(c) third, the amounts of (i) Eight Million Dollars ($8,000,000) (the “Escrow Amount”) shall be deposited into the Escrow Account to be held by the Escrow Agent in accordance with Section 1.11 of this Agreement and the Escrow Agreement; and (ii) Five Hundred Thousand Dollars ($500,000) (the “Aurora Escrow Amount”) shall be deposited into the Aurora Escrow Account to be held in accordance with Section 1.11 of this Agreement and the Aurora Escrow Agreement;
(d) fourth, the amount of Two Hundred Thousand Dollars ($200,000) (the “Representative Fund”) shall be paid to an account established by the Representative to be held in accordance with Section 1.12(f) hereof (the amount of the Base Merger Consideration less the payments described in Sections 1.5(a), (b), (c) and (d) is referred to as the “Closing Merger Consideration”); and
(e) fifth, the Closing Merger Consideration (other than the aggregate Option Consideration) shall be deposited with the Paying Agent, and shall be distributed by the Paying Agent to the Company Stockholders in accordance with Sections 1.6(b) and 1.9 hereof, and the aggregate Option Consideration shall be deposited with the Company and shall be distributed by the Company (net of required withholding Taxes) to the Option Holders in accordance with Section 1.9. In addition, at the Closing, the Buyer or the Transitory Subsidiary shall pay, or cause to be paid, the amount of Six Million Dollars ($6,000,000) to Tecan Group AG (“Tecan”) under the terms of the Tecan Settlement Agreement2.1, by wire transfer of immediately available funds to a bank account designated in writing by the Seller the Closing Net Purchase Price;
(b) the Buyer shall cause to be paid to each holder of Indebtedness of the Company from which the Buyer shall have received a payoff letter in accordance with second to the last sentence of this Section 2.3, the amount of Indebtedness to be repaid as set forth of the Closing Date pursuant to such payoff letter;
(c) the Buyer shall cause to be paid the Company Transaction Expenses for which the Buyer shall have received an invoice in accordance with the Tecan Settlement second to last sentence of this Section 2.3, the amount to be paid at the Closing pursuant to such invoices; and
(d) the Buyer shall deposit the Escrow Amount by wire transfer of immediately available funds into an escrow account to be established pursuant to the Escrow Agreement, to satisfy (or partially satisfy) the Seller Indemnifying Parties’ payment obligations under Article VII; and
(e) the Buyer shall cause to be paid at the Buyer’s sole cost (and not as a portion of the Purchase Price) the Buyer Transaction Expenses to the appropriate party to which such payments are due. In order to facilitate the payments pursuant to Section 2.3(b) and Section 2.3(c), the Company shall, no later than one Business Day prior to the Closing Date, deliver to the Buyer (x) fully executed payoff letters, each on terms and in a form reasonably satisfactory to the Buyer, from each holder of Indebtedness of the Company or any of its Subsidiaries that is to be repaid on the Closing Date pursuant to Section 2.3(b) and shall have made arrangements reasonably satisfactory to the Buyer for such holders of such Indebtedness to deliver all related lien releases to the Buyer as soon as practicable after the Closing and (y) invoices for each of the Company Transaction Expenses that is to be paid at Closing. For the avoidance of doubt, Indebtedness related to equipment financing arrangements will remain outstanding and will not be paid off at Closing.
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Payments at the Closing. At the Closing, the Buyer :
(i) Parent or the Transitory Subsidiary Surviving Corporation shall make, pay the Company Debt by wire transfer of immediately available funds to each of the applicable lenders;
(ii) Parent or cause the Surviving Corporation shall pay the unpaid Company Transaction Expenses by wire transfer of immediately available funds to be made, each of the following payments applicable vendors;
(in an amount, in iii) Parent shall deposit the aggregate, equal to the Base Merger Consideration)Escrow Amount, by wire transfer of immediately available funds:
(a) first, an amount equal into escrow pursuant to the Company Indebtedness shall be paid to terms of the holders thereof immediately prior to the Effective Time;
(b) second, the amounts of any unpaid Company Transaction Expenses shall be paid to the payees thereof;
(c) third, the amounts of (i) Eight Million Dollars ($8,000,000) (the “Escrow Amount”) shall be deposited into the Escrow Account to be held by the Escrow Agent in accordance with Section 1.11 of this Agreement and the Escrow Agreement; and (ii) Five Hundred Thousand Dollars ($500,000) (the “Aurora Escrow Amount”) shall be deposited into the Aurora Escrow Account to be held in accordance with Section 1.11 of this Agreement and the Aurora Escrow Agreement;
(div) fourth, Parent shall deposit the amount of Two Hundred Thousand Dollars ($200,000) (the “Representative SR Expense Fund”) shall be paid to an account established by the Representative to be held in accordance with Section 1.12(f) hereof (the amount of the Base Merger Consideration less the payments described in Sections 1.5(a), (b), (c) and (d) is referred to as the “Closing Merger Consideration”); and
(e) fifth, the Closing Merger Consideration (other than the aggregate Option Consideration) shall be deposited with the Paying Agent, and shall be distributed by the Paying Agent to the Company Stockholders in accordance with Sections 1.6(b) and 1.9 hereof, and the aggregate Option Consideration shall be deposited with the Company and shall be distributed by the Company (net of required withholding Taxes) to the Option Holders in accordance with Section 1.9. In addition, at the Closing, the Buyer or the Transitory Subsidiary shall pay, or cause to be paid, the amount of Six Million Dollars ($6,000,000) to Tecan Group AG (“Tecan”) under the terms of the Tecan Settlement Agreement, by wire transfer of immediately available funds as set forth funds, to an account designated by the Stockholders’ Representative for the benefit of the Stockholders’ Representative in accordance with Section 10.1 hereof;
(v) Parent shall pay the Tecan Settlement Company Preferred Aggregate Merger Consideration to the Payments Administrator for distribution to the applicable Effective Time Preferred Holders pursuant to the terms and conditions of this Agreement;
(vi) Parent shall make the payments in respect of the Company Common Stock in accordance with Section 1.10 (which, for the avoidance of doubt, is net of the amounts described in Sections 1.8(c)(i) through (iv) above, the Option Consideration which shall be paid in accordance with Section 1.8(c)(vii) below, and the Warrant Consideration which shall be made and paid in accordance with Section 1.8(c)(viii) below) to the Payments Administrator for distribution to the applicable Effective Time Common Holders pursuant to the terms and conditions of this Agreement;
(vii) subject to Section 1.17, on the first administratively practicable payroll date after the Effective Time, Parent shall pay or cause to be paid the Option Consideration to the holders of Company Options (and the employer-level payroll Taxes attributable to such payments) in accordance with Section 1.11 through the Surviving Corporation’s payroll system; and
(viii) Parent shall issue the Parent Stock and shall pay or cause to be paid the amounts payable to the Company Warrantholders in accordance with Section 1.12.
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Payments at the Closing. At Subject to the Closingterms of this Agreement, promptly after the Effective Time:
(i) Buyer or the Transitory Subsidiary Surviving Corporation shall make, pay (or cause to be made, paid) the following payments (in an amount, Estimated Indebtedness set forth in the aggregate, equal Estimated Statement by wire transfer of immediately available funds to each of the applicable lenders for which a payoff letter is received pursuant to Section 2.3(i);
(ii) Buyer or the Surviving Corporation shall pay (or cause to be paid) the Estimated Transaction Expenses set forth in the Estimated Statement by wire transfer of immediately available funds to each of the applicable vendors for which a final invoice is received at least two Business Days prior to the Base Merger Consideration)Closing Date;
(iii) Buyer or the Surviving Corporation shall deposit (or cause to be deposited) the Adjustment Escrow Amount and the General Escrow Amount, by wire transfer of immediately available funds:
(a) first, an amount equal into escrow pursuant to the Company Indebtedness shall be paid to terms of the holders thereof immediately prior to the Effective Time;
(b) second, the amounts of any unpaid Company Transaction Expenses shall be paid to the payees thereof;
(c) third, the amounts of (i) Eight Million Dollars ($8,000,000) (the “Escrow Amount”) shall be deposited into the Escrow Account to be held by the Escrow Agent in accordance with Section 1.11 of this Agreement and the Escrow Agreement; and (ii) Five Hundred Thousand Dollars ($500,000) (the “Aurora Escrow Amount”) shall be deposited into the Aurora Escrow Account to be held in accordance with Section 1.11 of this Agreement and the Aurora Escrow Agreement;
(div) fourth, the amount of Two Hundred Thousand Dollars ($200,000) (the “Representative Fund”) shall be paid to an account established by the Representative to be held in accordance with Section 1.12(f) hereof (the amount of the Base Merger Consideration less the payments described in Sections 1.5(a), (b), (c) and (d) is referred to as the “Closing Merger Consideration”); and
(e) fifth, the Closing Merger Consideration (other than the aggregate Option Consideration) shall be deposited with the Paying Agent, and shall be distributed by the Paying Agent to the Company Stockholders in accordance with Sections 1.6(b) and 1.9 hereof, and the aggregate Option Consideration shall be deposited with the Company and shall be distributed by the Company (net of required withholding Taxes) to the Option Holders in accordance with Section 1.9. In addition, at the Closing, the Buyer or the Transitory Subsidiary Surviving Corporation shall pay, deposit (or cause to be paid, deposited) the amount of Six Million Dollars ($6,000,000) to Tecan Group AG (“Tecan”) under the terms of the Tecan Settlement AgreementRepresentative Reserve, by wire transfer of immediately available funds funds, in accordance with Section 9.1(c); and
(v) Buyer shall deposit (or cause to be deposited), in each case, based on the Initial Merger Consideration and as set forth in the Tecan Settlement AgreementPayout Spreadsheet:
(A) funds with the Paying Agent in an amount sufficient for the Paying Agent to pay, as and when contemplated by Section 1.12 below (and only upon receipt by the Company, the Paying Agent and Buyer, as applicable, of the deliveries contemplated in such section), to each holder of Company Stock (other than the Dissenting Shares or Cancelled Shares) an amount in cash equal to the product of (1) the number of (x) shares of Company Common Stock held by such holder immediately prior to the Effective Time plus (y) shares of Company Common Stock that the shares of Company Preferred Stock held by such holder immediately prior to the Effective Time are convertible into (which, in each case, for the avoidance of doubt, shall exclude any Dissenting Shares or Cancelled Shares) multiplied by (2) the Per-Share Merger Consideration (calculated as of the Closing Date, i.e. with Additional Merger Consideration and Earn-Out each deemed to be zero), as set forth on the Payout Spreadsheet, in each case by wire transfer of immediately available funds or by electronic check (ACH), as applicable, to the account designated by such holder in such holder’s letter of transmittal in the form of Exhibit D (each a “Letter of Transmittal”); and
(B) funds with the Surviving Corporation, for payment through payroll as and when contemplated by Section 1.10(a) below (and only upon receipt by the Company and Buyer of the deliveries contemplated in such section), in an amount sufficient to pay to each holder of Company Options such holder’s Option Consideration, as set forth on the Payout Spreadsheet (which payment will be net of any applicable withholding Taxes) to the account designated by such holder in such holder’s Optionholder Acknowledgement.
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