Payments to Stockholders. (i) At the Closing, Parent shall direct the Paying Agent to pay, subject to the conditions set forth in this Section 2.5(c), with respect to each Stockholder who shall have delivered to the Company prior to the Closing Date a completed letter of transmittal containing material terms substantially in the form of Exhibit D hereto (“Letter of Transmittal”) and (with respect only to such Stockholders who hold Shares represented by certificates) certificate(s) representing the Shares held by such Stockholder, an amount equal to the product of the number of shares of Company Common Stock held by such Stockholder and the Per Share Merger Consideration Amount, in each case, which such amounts shall be payable by wire transfer of immediately available funds on the Closing Date to the account designated in such Stockholder’s Letter of Transmittal.
(ii) In the event that any certificates representing Shares have been lost, stolen or destroyed, upon the making of a customary affidavit of that fact by the Stockholder claiming such certificate to be lost, stolen or destroyed, and, if required by Parent, providing a reasonable indemnification agreement (but without the posting of any bond), Parent shall direct Paying Agent to pay, or cause the Surviving Corporation to pay, in exchange for each share of Company Common Stock represented by such lost, stolen or destroyed certificate, the Per Share Merger Consideration Amount. Until a delivery of a Letter of Transmittal as contemplated by this Section 2.5, the Shares held by a Stockholder shall be deemed at any time after the Effective Time to represent only the right to receive a portion of the Merger Consideration as contemplated by this ARTICLE II, without interest. If this Agreement is terminated pursuant to the terms hereof, Parent shall direct the Paying Agent to return to the submitting Stockholders all Letters of Transmittal and any accompanying certificates representing Shares previously submitted to the Paying Agent.
Payments to Stockholders. Except as otherwise expressly provided in this Agreement, subject to the Securityholders’ Agent’s right to retain amounts to pay expenses incurred in connection with fulfillment of its duties hereunder, all amounts received by the Securityholders’ Agent pursuant to this agreement, and any other amounts to be released or paid to the Stockholders and the Vested Optionholders hereunder, shall be promptly distributed to the Stockholders and the Vested Optionholders in accordance with and as required by the respective priorities, preferences and rights set forth in the Charter.
Payments to Stockholders. Each Stockholder shall have ------------------------ received its allocable portion of the Purchase Price payable to the Stockholders at Closing for the Company Shares.
Payments to Stockholders. Any funds received by the Escrow Agent pursuant to Section 1.2 or Section 7 of the Purchase Agreement shall be promptly distributed to the Stockholders in accordance with their respective Percentage Interests.
Payments to Stockholders. At the Closing, Representative shall pay out of the Closing Date Stockholder Proceeds, to each Stockholder, an amount equal to the Initial Per Share Merger Consideration for each share of Common Stock held by such Stockholder, net of any reserves or holdbacks as may be agreed to by such Stockholder and Representative pursuant to the applicable Stockholder Support Agreement. None of Parent, Holding, the Surviving Corporation or any of their respective Affiliates shall have any liability or obligation with respect to the disbursement by the Representative of the Initial Per Share Merger Consideration or the Per Share Merger Consideration to the Stockholders or for any errors or omissions by the Representative in connection therewith.
Payments to Stockholders. The Paying Agent will report organizational actions based on constructive receipt rules, unless the Company provides an issuer statement pursuant to IRC §6045B that states a different reporting period should apply as the effective date of the organizational action. The Paying Agent's withholding obligation will be based on the Effective Date of the organizational action regardless of when payment is actually made; the Paying Agent will prepare and file on behalf of the Company, if required in connection with payments made by the Paying Agent to former Stockholders under this Agreement, the appropriate Internal Revenue Service (“IRS”) Form 1099B. All amounts or payments of Additional Merger Consideration will be reported in the same manner using IRS Form 1099B.
Payments to Stockholders. At the Closing, with respect to each Stockholder (including an Unaccredited Stockholder) that as of the Closing has delivered to the Surviving Corporation for cancellation the stock certificates representing such Stockholder’s shares of Company Common Stock (collectively, such Stockholder’s “Company Certificates”) together with an executed and completed copy of the letter of transmittal referred to in Section 3.1(e), Parent shall, or shall cause the Surviving Corporation to, deliver the aggregate amount of consideration to be delivered to such Stockholder pursuant to Section 2.6, except that shares of Parent Common Stock (the “Indemnity Escrow Shares”) (valued at the Parent Average Closing Price) having a value equal to Twelve Million Five Hundred Thousand Dollars ($12,500,000) (the “Indemnity Escrow Amount”) shall be withheld solely from the consideration that would otherwise be delivered to Pace.
Payments to Stockholders. Each Stockholder shall have ------------------------ received its allocable portion of the Cash Purchase Price and Common Stock and Preferred Stock, as provided in Sections 2.2(a) and (d), and Empyrean Holdings --------------- --- shall have delivered the Seller Notes and cash to the Escrow Agent, as provided in Sections 2.2(b) and (c). --------------- ---
Payments to Stockholders. In each instance in which this Agreement provides for the payment of any Merger Consideration or other amount to the Stockholders, the Purchaser may, at its option in its discretion, pay such amount in a single sum to the Stockholder Representative in his or her name, notwithstanding anything to the contrary contained in this Agreement, and the Stockholder Representative shall promptly make allocations and payments to the Stockholders in accordance with the provisions of this Section. The Stockholder Representative shall perform and cause to be performed all of his or her obligations pursuant to this Section at the cost and expense of the Stockholders and solely in his or her capacity as the Stockholder Representative (and not as an employee or other representative of the Purchaser or the Company or by or through any employee or other representative of the Company in his or her capacity as such).
Payments to Stockholders
