Payments In Respect Of Membership Interests. Subject to and upon execution and delivery to the Buyer of the duly executed Letter of Transmittal and, if applicable, the applicable Note Purchase Agreement duly executed and delivered by the Members entitled to receive Notes, the Buyer shall deliver promptly (and in any event no later than the Closing Date or, if such Member has not delivered a Letter of Transmittal and Note Purchase Agreement on or prior to the Closing Date, two Business Days following such Member’s execution and delivery of the same) to each Member that held issued and outstanding Membership Interests as of immediately prior to the Effective Time (x) certificates representing the Aggregate Share Consideration and (y) Notes representing the Aggregate Note Consideration allocable to each such Member determined as follows:
Payments In Respect Of Membership Interests. Upon execution and delivery to the Exchange Agent of the duly executed letter of transmittal, the Buyer shall cause the Exchange Agent to deliver promptly (and in any event no later than two Business Days) to each Member that held issued and outstanding Membership Interests as of immediately prior to the Effective Time the portion of the certificates representing the Closing Date Aggregate Share Consideration and the Closing Date Aggregate Cash Consideration allocable to each such Member determined as follows:
Payments In Respect Of Membership Interests of Children's --------------------------------------------------------- Equity. The Children's Equity Operating Agreement provides that after the ------ provision for payment of obligations, Children's Equity shall thereafter distribute the remaining assets of Children's Equity to its members in accordance with their respective interest percentages in Children's Equity. The number of membership interests held by each member of Children's Equity as of the date hereof is listed in Schedule 2 hereto, therefore entitling the members, based upon the distribution to which Children's Equity would be entitled under Schedule 4, to the dissolution amounts set forth in Schedule 2. After updating the numbers in Schedule 2 to reflect applicable adjustments to the membership interests held and the fair value of Children's Equity through the date of the distribution of assets under this paragraph (c)(iii) (which adjustments shall be determined in the sole discretion of the manager of Children's Equity based upon the advice of Children's Equity's independent valuation expert), the manager of Children's Equity shall pay, in cash or in kind, as it shall determine in its sole discretion, the amounts to which such members are entitled based upon such adjusted membership interests and valuation under the terms of the Children's Equity Operating Agreement, all as soon as practicable after the dissolution of Children's Equity in accordance with paragraph (c)(i) above. The manager of Children's Equity shall pay, in cash or in kind, as it shall determine in its sole discretion, the amounts to which such members are entitled based upon such membership interests under the terms of the Children's Equity Operating Agreement, all as soon as practicable after the dissolution of Children's Equity in accordance with paragraph (c)(i) above.
