Payments to Equityholders. The Equityholders have appointed the Equityholders’ Representative to effect the delivery of the consideration payable to the Equityholders under this Agreement.
Payments to Equityholders. (i) The Paying Agent shall effect the exchange of the Merger Consideration payable to the Equityholders pursuant to this Agreement for the Company Units that are issued and outstanding immediately prior to the Effective Time. Prior to the Closing Date, the Company shall mail or otherwise deliver to each Equityholder, whose Company Units will be converted into the right to receive the Merger Consideration pursuant to this Agreement, (i) a Letter of Transmittal in the form attached hereto as Exhibit E (the “Letter of Transmittal”); and a Support Agreement in the form attached hereto as Exhibit F (the “Support Agreement”); and (ii) instructions for use in effecting the surrender of the certificate or certificates, if any, that immediately prior to the Effective Time represented outstanding Company Units (the “Certificates”) in exchange for the Merger Consideration. Upon proper execution and delivery of a duly completed Letter of Transmittal and Support Agreement for Company Units (together with, if such Company Units are certificated, surrender of the Certificate or Certificates for such Company Units for cancellation, or delivery of an affidavit in accordance with Section 2.5(b)(iii), and such other deliverables as may be required by the Letter of Transmittal) to Parent, as coordinated by counsel for the Company, the Equityholder shall be entitled to receive in exchange for such Company Units an amount in cash (without interest) equal to the portion of the Estimated Merger Consideration payable to the Equityholders that such Equityholder has the right to receive pursuant to this Agreement as set forth on the Distribution Schedule (plus the right to receive, in accordance with the Distribution Schedule, amounts (A) from the Escrow Fund in accordance with Section 2.5(d) and the Escrow Agreement, (B) from the Agent Fund in accordance with Section 2.4(b) and Section 2.5(d), or (C) as a result of an adjustment to the Merger Consideration pursuant to Section 2.7, in each case, that may become payable for such Company Units after the Closing pursuant to this Agreement, subject to the contingencies specified herein and, with respect to the Escrow Fund, in the Escrow Agreement). Parent shall cause the Paying Agent to pay such amount to such Equityholder no later than the later of (A) the Closing Date (provided, however, Parent shall not be responsible to any such Equityholder other than the Key Unit Holder for any Losses, including interest, incurred by such Equityho...
Payments to Equityholders. Following the Closing, the Paying Agent shall within five Business Days of receipt of all required documentation from an Equityholder, deliver to such Equityholder, in accordance with the terms of such Equityholder’s Transmittal Letter, (i) the aggregate share of the Closing Consideration payable to such Equityholder pursuant to this Agreement and as set forth on the Payment Schedule and (ii) within five Business Days of the receipt by Paying Agent of any additional amounts to be distributed to the Equityholders (including any Earnout Amount or portions of the Escrow Fund) pursuant to Section 1.11(e), deliver to such Equityholder such Equityholder’s Percentage of any such distribution as set forth on the Payment Schedule; provided, however, that to the extent that all such required documentation is provided to the Paying Agent at least three Business Days before the Closing Date by an Equityholder, then Purchaser shall cause the Paying Agent to pay the aggregate share of the Closing Consideration payable to such Equityholder in exchange for such holder’s shares of Capital Stock (or Warrants in the case of a Warrantholder) within one Business Day following the Closing Date. In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule (as may be adjusted upon the mutual agreement of Agent and Purchaser to correct any manifest errors) shall control. Purchaser, Merger Sub, the Surviving Corporation, Agent and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the Equityholders pursuant to this Agreement.
Payments to Equityholders. (a) Subject to the Support Agreements, following receipt by Seller (or upon the assignment, delegation and transfer of Seller’s rights and obligations pursuant to Section 14.05(b), the Equityholders Representative) of any amounts under this Agreement, including pursuant to Section 2.06(a)(ii), Section 2.09(b), Section 2.10 and Section 3.02(a), Seller (or such Equityholders Representative) shall distribute such amounts to the Equityholders in accordance with Applicable Laws and Section 2.13(c) and pursuant to the terms of the Governing Documents of Seller and the Equityholder Allocation Schedule (as updated pursuant to this Agreement) (“Equityholder Distributions”). Any distributions of Parent Common Stock by Seller or the Equityholders Representative shall be effectuated in accordance with the Seller Operating Agreement and the Parent Stockholders Agreement, and Parent shall reasonably cooperate in connection therewith.
