Payments with respect to Section 102 Shares. At the Closing, Parent or Merger Sub shall initiate, or shall cause to be initiated, a wire transfer to deposit the aggregate Per Share Merger Consideration payable with respect to the Section 102 Shares to the 102 Trustee, on behalf of holders of Section 102 Shares, in accordance with Section 102 and the Options Tax Ruling, if obtained (the “Section 102 Share Consideration”), which funds shall be deposited with the 102 trustee in any event within two (2) Business Days after the Effective Time. The Section 102 Share Consideration shall be held in trust by the 102 Trustee pursuant to the applicable provisions of Section 102 and the Options Tax Ruling, if obtained, and shall be released by the 102 Trustee, together with any interest earned thereon by virtue of the investment of such amounts by the 102 Trustee, in accordance with the terms and conditions of Section 102 and the Options Tax Ruling, if obtained.
Payments with respect to Section 102 Shares. Immediately following the issuance of the Certificate of Merger by the Companies Registrar, Parent shall cause the transfer of the portion of the aggregate Merger Consideration payable with respect to Section 102 Shares (the “Section 102 Share Consideration”) to the 102 Trustee, on behalf of holders of Section 102 Shares. The Section 102 Share Consideration shall be paid by the Paying Agent to the 102 Trustee following execution of the letter of transmittal by the beneficial shareholder, without withholding of tax and the 102 Trustee and the Company shall jointly be responsible for the payment of all applicable taxes either directly to the tax authorities or through the payroll of the Company, all as required pursuant to the applicable provisions of Section 102 and as instructed by the Parent.
Payments with respect to Section 102 Shares. On or prior to the Effective Time, Parent shall cause the transfer of the aggregate Per Share Merger Consideration payable with respect to the Section 102 Shares to the 102 Trustee, on behalf of holders of Section 102 Shares, in accordance with Section 102 and the Options Tax Ruling, if obtained (the “Section 102 Share Consideration”). The Section 102 Share Consideration shall be held in trust by the 102 Trustee pursuant to the applicable provisions of Section 102 and the Options Tax Ruling, if obtained, and shall be released by the 102 Trustee, together with any interest earned thereon by virtue of the investment of such amounts by the 102 Trustee, in accordance with the terms and conditions of Section 102 and the Options Tax Ruling, if obtained.
Payments with respect to Section 102 Shares. On or prior to the Effective Time, Parent will cause the transfer of the aggregate Per Share Merger Consideration payable with respect to the Section 102 Shares to the 102 Trustee, on behalf of holders of Section 102 Shares, in accordance with Section 102 and the Options Tax Ruling (as defined herein) and/or the Interim Options Tax Ruling (as applicable) (as defined herein), in each case, if obtained (the “Section 102 Share Consideration”). The Section 102 Share Consideration will be held in trust by the 102 Trustee pursuant to the applicable provisions of Section 102 and the Options Tax Ruling and/or the Interim Options Tax Ruling (as applicable), in each case, if obtained, and will be released by the 102 Trustee, together with any interest earned thereon by virtue of the investment of such amounts by the 102 Trustee, in accordance with the terms and conditions of Section 102 and the Options Tax Ruling and/or the Interim Options Tax Ruling (as applicable), in each case, if obtained.
