Payments to Stockholders, Optionholders and Other Individuals Sample Clauses

Payments to Stockholders, Optionholders and Other Individuals. As required in order to comply with applicable Tax withholding requirements and without limiting anything set forth in Article I, any payments required to be made hereunder (including distributions from the Purchase Price Adjustment Escrow Account, the CIC Escrow Account, or the Indemnification Escrow Account) to any Stockholder who is an employee or any Optionholder (including, for the avoidance of doubt, disbursements of Final Closing Transaction Expenses or any other portion of the Merger Consideration or the Change of Control Payment Amount), may be made through the payroll processing system of the Surviving Corporation or any of its Subsidiaries (or the Surviving Corporation’s payroll agent) on the next regularly scheduled payroll date after the scheduled date of receipt of such amounts. Upon payment of any such amounts to the Surviving Corporation or the Surviving Corporation’s payroll agent, as applicable, the Purchaser will be relieved of its obligation to pay such amounts to such applicable individual. To ensure compliance with Treasury Regulation 1.409A 3(i)(5)(iv), the Optionholders will not be entitled to receive any payment, and no payment will be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the Closing Date (it being understood that the Stockholders may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders).