Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement: (a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption. (b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing. (c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs. (d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware. (e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware. (f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities. (g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount. (h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary. (i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system. (j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall direct the Trustee to make any payments required to be made by Parent in connection with the Parent Stockholder RedemptionRedemptions.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(ed) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(fe) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount portion of the Aggregate Stock Consideration payable pursuant to Section 2.6(a), Section 2.6(d) and Section 2.6(f).
(f) Parent shall (on behalf of the Closing Number of SecuritiesCompany) pay, or cause to be paid, the Payoff Amounts to the applicable payee(s) set forth in the Payoff Letters.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated amounts included in the Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Company Closing Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan the Company Transaction Costs that represent compensation to employees to the Company for payment to the applicable participant in service provider at the Participation Plan time required by the applicable employment arrangement through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. (a) At the Closing, Buyer shall pay the following amounts, in immediately available funds:
(i) To the holders of all Company Indebtedness, the amount required to pay in full and discharge all such Indebtedness;
(ii) To the appropriate recipients thereof, the amounts necessary to pay all Transaction Expenses due as of the Effective Time, pursuant to instructions to be provided by the Sellers’ Representative;
(iii) $491,250.00 (the “Escrow Amount”), to the Escrow Agent, to be held or disbursed in accordance with the terms of the Escrow Agreement, plus any amounts payable to the Escrow Agent for performing its services pursuant to the Escrow Agreement;
(iv) Any unpaid costs or expenses related to the Tail Policies which are then due, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy which remain unpaid (the parties agreeing that if such amounts due not become due until after Closing, the Buyer shall pay, or cause the Company to pay, such amounts following Closing, as/when they become due, instead of at Closing); and
(v) Any unpaid costs or expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy which remain unpaid.
(b) At the Closing, Buyer shall deliver to Sellers:
(i) Two Promissory Notes (the “Purchase Price Notes”), which shall be in the aggregate principal amount (the “Closing Payment”) equal to (A) the Purchase Price, less (B) the amount of Company Indebtedness paid by Buyer pursuant to Section 2.03(a)(i), less (C) the amount of Transaction Expenses paid by Buyer pursuant to Section 2.03(a)(ii), less (D) the Escrow Amount, less (E) fifty percent (50%) of the total costs or expenses paid by the Buyer in relation to the R&W Insurance Policy (including the premium and underwriting costs, brokerage commissions, and other fees and expenses of such policy), less (F) fifty percent (50%) of the total costs or expenses paid or to be paid by the Buyer in relation to the Tail Policies (including the premium and underwriting costs, brokerage commissions, and other fees and expenses of such policy), less (G) fifty percent (50%) of the amounts paid by Buyer to the Escrow Agent for performing its services pursuant to the Escrow Agreement;
(ii) Any consents, authorizations, orders, and/or approvals (needed to consummate the transactions contemplated by this Agreement) from those Governmental Authorities or third parties set forth on Section 2.03(b)(ii) of the Disclosure Schedules;
(iii) A copy of the bound R&W Insurance Policy, in form and substance satisfactory to Buyer and Sellers’ Representative;
(iv) Binders for the Tail Policies;
(v) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(vi) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder;
(vii) A Guaranty Agreement, duly executed by ▇▇▇▇▇▇, pursuant to which Parent guarantees all of Buyer’s obligations under the Purchase Price Notes; and
(viii) Such other documents or instruments as Sellers’ Representative reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(c) At the Closing, Sellers and/or Sellers’ Representative shall deliver to Buyer:
(i) stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto;
(ii) Written resignations, effective as of the Closing Date, of the officers and directors of the Company set forth on Section 2.03(c)(ii) of the Disclosure Schedules/requested by ▇▇▇▇▇ at least five (5) Business Days prior to the Closing;
(iii) Any consents, authorizations, orders, and/or approvals (needed to consummate the transactions contemplated by this Agreement) from those Governmental Authorities or third parties set forth on Section 2.03(c)(iii) of the Disclosure Schedules;
(iv) Copies of employment agreements and non-trading agreements between Buyer and each of those individuals identified on Section 2.03(c)(iv) of the Disclosure Schedules, signed by each party thereto other than Buyer;
(v) Closing Indebtedness Certificate and the Closing Transaction Expenses Certificate;
(vi) A good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized;
(vii) A certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a foreign person within the meaning of Section 1445 of the Code;
(viii) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and signatures of the officers of the Company authorized to sign the Transaction Documents and the other documents to be delivered hereunder and ▇▇▇▇▇▇▇▇▇▇; and
(ix) Such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(d) With respect to any Transaction Expenses paid prior to, at, or in connection with the Closing (i) the Company shall be entitled to claim such Transaction Expenses as a deduction on its final federal (and applicable state and local) income Tax returns for the period ending on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect such aforementioned deductions shall inure to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions benefit of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of DelawareSellers.
(e) The certificate On the first day following the Effective Date, Buyer shall satisfy all of merger with respect to its obligations under the Second Merger shall be prepared Purchase Price Notes and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent pay the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) payPayment, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by via wire transfer of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessaryto an account designated in writing by Seller’s Representative.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. At the Closing and on the Closing DateClosing, the Parties parties hereto shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) The Class B Holders shall surrender to Parent an aggregate 3,875,000 Class B Shares and Parent shall repurchase 4,100,000 Private Placement Warrants, in each case, pursuant to the Parent Sponsor Letter Agreement.
(b) The Domestication shall become effective unless the Domestication has previously become effective in accordance with Section 2.3(d).
(c) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder RedemptionShareholder Redemption and the Sponsor Warrant Purchase.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(cd) Parent shall contribute to First Merger Sub: (i) Sub the amount of cash remaining in the Trust Account; Account and the proceeds of the Equity Financing (iinet of underwriting fees) the PIPE Investment Amount after giving effect to the Parent Stockholder Shareholder Redemption and the payment of all Parent Transaction CostsSponsor Warrant Purchase.
(de) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(ef) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL and the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Exchange Agent the Adjustment Escrow Amountaggregate amount of the cash portion of the Merger Consideration and the aggregate amount of the equity portion of the Merger Consideration, in each case, without regard to any amounts in respect of the Series B Warrants or under the Tax Receivables Agreement (together, the “Exchange Fund”).
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid the Surviving NewCo has sufficient immediately available funds at such time, instruct the Surviving NewCo to pay, all Company Transaction Expenses set forth on the statement to be delivered by the Company to Parent prior to the Closing, to the applicable payees that are unpaid as set forth on the Estimated Adjustment Statementof such time, by wire transfer of immediately available funds; provided, that funds as directed by the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessaryCompany.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to and the Company for payment Holders entitled to receive payments under the applicable participant Tax Receivables Agreement pursuant to Section 2.1 will enter into the Tax Receivable Agreement, in the Participation Plan through the Company’s payroll system.form attached hereto as Exhibit B.
(j) Parent shall pay or cause pay, or, to the extent the Surviving NewCo has sufficient immediately available funds at such time, instruct the Surviving NewCo to pay, the applicable Indebtedness Amount required to be paid pursuant to the Surviving Entity Debt Financing and/or the Deleveraging AmountLender Consent and Amendment, if any, set forth on the statement to be delivered by the Company to Parent prior to the Closing, that are unpaid as of such time, by wire transfer of immediately available funds as directed by the Company.
Appears in 1 contract
Sources: Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall adopt the Parent A&R Charter, the Parent Certificate of Designations and the Parent A&R Bylaws.
(b) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.
(bc) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing, and for which final invoices have been delivered to the Company at least two Business Days prior to the Closing Date.
(cd) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees and for which final invoices have been delivered to Parent at least two Business Days prior to the Closing Date, by wire of immediately available funds; provided, that the amounts included in the Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(e) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; Account and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs and Company Transaction Costs.
(df) The certificate First Certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(eg) The certificate Second Certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL and DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(fh) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of SecuritiesStockholder Merger Consideration.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Sources: Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.)
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.;
(b) Parent shall pay, or cause to be paid, all Estimated Parent Transaction Costs to the applicable payeespayees set forth on the Parent Estimated Adjustment Statement, to the extent not paid prior to the Closing.;
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; Account and (ii) the PIPE Aggregate Forward Purchase Investment Amount Amount, in each case after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.the amounts provided for in Section 1.3(b);
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and Parent shall cause the First Certificate of Merger to be filed with the Secretary of State of the State of Delaware.Delaware and become effective;
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and Parent shall cause the Second Certificate of Merger to be filed with the Secretary of State of the State of Delaware.Delaware and become effective;
(f) Parent shall deposit deliver (or cause to be depositeddelivered) with to each Company Stockholder such Company Stockholder’s portion of the Exchange Agent the Minimum Closing Cash Payment Amount Consideration, the Remaining Closing Cash Consideration and the Closing Number of Securities.Securities as set forth on the Final Spreadsheet;
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.;
(h) Parent shall deliver (or cause to be delivered) to each Company Stockholder such Company Stockholder’s portion of the Earn Out Shares as set forth on the Final Spreadsheet;
(i) Parent shall deposit (or cause to be deposited) with the Stockholder Representative the Stockholder Representative Expense Holdback Amount;
(j) Parent shall (on behalf of the Company) pay, oror cause to be paid, the Revolver Repayment Amount; and
(k) Parent shall (on behalf of the Company) pay, or cause to be paid, all Estimated Company Transaction Costs, Costs to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Company Estimated Adjustment Statement, Statement by wire transfer of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) The PIPE Investment shall be consummated pursuant to the Subscription Agreements.
(b) The Sponsor shall exchange all of their Private Placement Warrants for Parent Class F Stock at an exchange ratio of one Private Placement Warrant for 0.15 a share of Parent Class F Stock.
(c) The Class F Holders shall surrender to Parent any Parent Class F Stock required to be surrendered pursuant to the Parent Sponsor Letter Agreement.
(d) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Aggregate Closing Number of Securities and an amount equal to the Fractional Share Cash Amount (such securities deposited with the Exchange Agent shall be referred to as the “Exchange Fund”).
(e) The Certificates of Merger with respect to the Mergers shall be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLLCA.
(f) Parent shall cause the Trustee to make any payments out of the Trust Account that are required to be made by Parent in connection with the Parent Stockholder Redemption.
(bg) Parent shall pay, or cause to be paid, all Parent Transaction Costs Expenses to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the CompanyCompanies) pay, or, cause to be paid, all Estimated Company Companies Transaction CostsExpenses, to the extent not paid by the either Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) Companies), pay, or cause to be paid, all Participation Plan Costs Indebtedness of the Companies set forth on Section 1.3(i) of the Company Disclosure Letters in full by wire transfer of immediately available funds to the Company for payment parties to the applicable participant in the Participation Plan through the Company’s payroll systemwhich such Indebtedness is owed.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Sources: Merger Agreement (Fortress Value Acquisition Corp.)
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Shareholder Redemption.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust AccountAccount after giving effect to the Parent Shareholder Redemption; and (ii) the PIPE Investment Amount Amount, in each case, after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of SecuritiesMerger Consideration.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(hf) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on and, for which final invoices have been delivered to Parent at least two Business Days prior to the Estimated Adjustment StatementClosing Date, by wire of immediately available funds; provided, that that: (i) the Estimated amounts included in the Company Transaction Costs may be paid promptly within two Business Days after the Closing Date as necessary.
; and (iii) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan any amounts included in the Company Transaction Costs that represent compensation to employees to the Company for payment to the applicable participant in service provider at the Participation Plan time required by the applicable arrangement through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Sources: Merger Agreement (D8 Holdings Corp.)
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.Redemption (the “Parent Stockholder Redemption Payments”);
(b) Parent shall pay, deliver or cause to be paid, all Parent Transaction Costs delivered to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: Seller (i) the amount Closing Cash Payment Amount minus the Adjustment Escrow Amount by wire transfer of cash remaining immediately available funds to the bank account of the Seller specified in the Trust AccountPre-Closing Statement; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment Closing Number of all Parent Transaction Costs.Securities;
(dc) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL DLLCA (the “First Certificate of Merger”) and shall be filed with the Secretary of State of the State of Delaware.;
(ed) The Immediately following the acceptance for filing by the Secretary of State of the State of Delaware of the First Certificate of Merger, the certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and shall be filed with the Secretary of State of the State of Delaware.;
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(ge) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.;
(hf) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on in the Estimated Adjustment Pre-Closing Statement, by wire of immediately available funds; provided, provided that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.; and
(ig) Parent shall (on behalf of the Company) pay, make or cause to be paid, all Participation Plan Costs to made the Company for payment to the applicable participant transfers described in the Participation Plan through the Company’s payroll systemSection 7.20.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent Prior to the Closing, the Company shall make any payments required to be made by Parent in connection prepare (with the Parent Stockholder Redemptionreasonable assistance of Buyer) all documents necessary for, and the Company and Buyer shall use their respective commercially reasonable efforts to take all actions necessary or appropriate to allow the Company and its Subsidiaries to commence, a self tender offer (the “Note Tender Offer”) and consent solicitation (the “Consent Solicitation”) to repurchase any and all of the outstanding Existing Senior Notes. The Note Tender Offer shall be effected in compliance with applicable laws, rules, and regulations. Notwithstanding the foregoing, the Company may, after consultation with the Buyer and the Buyer’s financing sources, elect not to conduct, or to abandon, the Note Tender Offer and Consent Solicitation at any time prior to the Closing. In the event the Company, in its sole discretion, so elects, it shall take commercially reasonable efforts to cause the defeasement (or other similar arrangement) of the Existing Senior Notes at the Closing consistent with the standards set forth in Section 2.01(e)(B).
(b) Parent At the Closing, Buyer shall payrepay, or cause to be paidrepaid, on behalf of the Company and its Subsidiaries, all Parent Transaction Costs amounts necessary to discharge fully the then outstanding balance of the Indebtedness of the Company and its Subsidiaries (including by causing the redemption of all outstanding Preferred Units in accordance with the provisions of the LLC Agreement), other than the Existing Senior Notes and, at Buyer’s election, items (iv) and (v) of clause (a) of the definition of the term Indebtedness, by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the applicable payeesClosing, and the Company shall deliver to the extent not paid prior Buyer all appropriate payoff letters and shall make arrangements reasonably satisfactory to Buyer for such holders to deliver Lien releases, canceled notes, and other relevant documentation at the Closing.
(c) Parent At the Closing, Buyer shall contribute exercise each of the PEF Options acquired by it pursuant to First Merger Sub: (i) Section 1.01 and shall pay the amount applicable exercise price of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect such PEF Options to the Parent Stockholder Redemption Sellers party to the PEF Options, pursuant to the attached Consideration Allocation and Mechanics Schedule. For the payment avoidance of all Parent Transaction Costsdoubt, such exercise price is included within the Aggregate Closing Consideration and is not additional consideration.
(d) The certificate of merger with respect to At the First Merger Closing, Buyer shall be prepared and executed in accordance deposit the Escrow Amount with the relevant provisions Escrow Agent, and shall deliver to each of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of DelawareRollover Sellers their respective Rollover Shares.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to At the Closing, each Seller that is party to any note referred to in the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent defined term Management Notes Amount shall (on behalf of the Company) pay, or cause to be paid, repay all Participation Plan Costs amounts due and owing to the Company for payment as of the Closing pursuant to the applicable participant in the Participation Plan through the Companysuch Seller’s payroll systemnote.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Sources: Unit Purchase Agreement (Alliance Laundry Systems LLC)
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all amounts included in the Estimated Company Transaction CostsCosts Adjustment Amount, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that that: (i) the amounts included in the Estimated Company Transaction Costs Adjustment Amount may be paid promptly after the Closing Date as necessary; and (ii) Parent shall (on behalf of the Company) pay, or cause to be paid, any amounts included in the Estimated Company Transaction Costs Adjustment Amount that represent compensation to employees to the Company for payment to the applicable service provider at the time required by the applicable arrangement through the Company’s payroll system.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. At the Closing and on the Closing Date, the Parties shall will cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) The Parent shall make any payments required to A&R Charter will be made by Parent prepared and executed in connection accordance with the Parent Stockholder Redemptionrelevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall will be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(ec) The certificate of merger with respect to the Second Merger shall will be prepared and executed in accordance with the relevant provisions of the DGCL and DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(d) Once evidence of acceptance of the First Certificate of Merger and the Second Certificate of Merger and the effectiveness of the Mergers is received by Parent and the Company, (i) the Parent A&R Bylaws will be adopted by Parent and (ii) Parent will make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.
(e) Parent will pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(f) Parent shall will deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of SecuritiesMerger Consideration.
(g) Parent shall and the Exchange Agent (or, if the Exchange Agent does not agree to serve as escrow agent, such other bank or trust company as is appointed by Parent and reasonably satisfactory to the Company), as escrow agent (the “Escrow Agent”), will enter into an escrow agreement, effective as of the Closing Date, in form and substance reasonably satisfactory to Parent and the Company (the “Escrow Agreement”), pursuant to which Parent will deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow AmountShares (and the Escrow Shares will be held in the account (the “Escrow Account”) established by the Escrow Agent pursuant to the Escrow Agreement for the duration of the Protection Period and disbursed in accordance with the terms of this Agreement, the PIPE Subscription Agreements, if any, and the Escrow Agreement).
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall will (on behalf of the Company) pay, or cause to be paid, all Participation Plan Company Transaction Costs to the Company for payment applicable payees, to the applicable participant in the Participation Plan through the Company’s payroll system.
(j) Parent shall pay or cause to be extent not paid prior to the Surviving Entity the Deleveraging AmountClosing.
Appears in 1 contract
Sources: Merger Agreement (InterPrivate II Acquisition Corp.)
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall adopt the Parent A&R Charter and the Parent A&R Bylaws.
(b) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.
(bc) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing, and for which final invoices have been delivered to the Company at least two Business Days prior to the Closing Date.
(cd) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees and for which final invoices have been delivered to Parent at least two Business Days prior to the Closing Date, by wire of immediately available funds; provided, that the amounts included in the Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(e) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; Account and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs and Company Transaction Costs.
(df) The certificate First Certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(eg) The certificate Second Certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL and DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(fh) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of SecuritiesStockholder Merger Consideration.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Sources: Merger Agreement (InterPrivate III Financial Partners Inc.)
Closing Transactions. At the Closing and on in exchange for the Closing DateReal Estate Purchase Price, the Parties Company and PropCo (or its designee or designees) shall cause perform their respective obligations under the consummation of Real Estate Purchase Agreement (except to the following transactions extent waived), and thereby effect the Real Estate Purchase Transaction in the following order, upon the terms accordance with and subject to the terms and conditions of set forth in the Real Estate Purchase Agreement (including the conditions set forth in Article IX thereof). The transactions contemplated by this AgreementAgreement and the Real Estate Purchase Agreement are referred to herein as the “Transactions.” At or prior to the Closing:
(a) Parent Buyer shall make any payments required pay the Closing Payment to be made Seller by Parent wire transfer of immediately available funds to the account(s) designated in connection with writing by Seller at least two Business Days prior to the Parent Stockholder RedemptionClosing Date.
(b) Parent Buyer shall pay, pay (or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction CostsExpenses, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Closing Statement, which shall be payable to each payee thereof by wire transfer of immediately available funds; providedfunds to such payee’s account (which Seller shall provide at least two Business Days prior to the Closing Date).
(c) Buyer shall pay (or cause to be paid) the Indebtedness, that as set forth in the Estimated Company Transaction Costs may Closing Statement, which shall be paid promptly after payable to each payee thereof by wire transfer of immediately available funds to such payee’s account (which Seller shall provide at least two Business Days prior to the Closing Date as necessaryDate).
(d) Buyer shall deliver or cause to be delivered to Seller:
(i) Parent counterparts to the Transition Services Agreement, duly executed by ▇▇▇▇▇;
(ii) the certificates pursuant to Sections 6.3(a)(i) and 6.3(b)(i); and
(iii) evidence reasonably satisfactory to Seller that ▇▇▇▇▇ has obtained, or caused to be obtained, all Gaming Approvals.
(e) Seller shall (on behalf of the Company) paydeliver, or cause to be paiddelivered:
(i) to Buyer, counterparts to the Transition Services Agreement, duly executed by Seller;
(ii) to the Acquirors, the certificates required by Sections 6.2(a) and 6.2(b);
(iii) to the Acquirors, a properly completed IRS Form W-9 for Seller (or, if Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner) certifying that Seller (or regarded owner) is not subject to backup withholding;
(iv) to the Acquirors, evidence reasonably satisfactory to the Acquirors that Seller and any of its applicable Affiliates have obtained all approvals and all other material licenses and permits under applicable law required to consummate the transactions contemplated hereby and set forth on Section 1.4(e)(iv) of the Disclosure Schedules, including, with respect to the Ground Lease, the Ground Lease Consent (as defined in the Real Estate Purchase Agreement).
(v) to Buyer, an executed and delivered assignment agreement from Seller in the form attached hereto as Exhibit A (each, an “Assignment Agreement”) assigning Seller’s interest in the Purchased Interests to Buyer;
(vi) to the Acquirors and the Title Company, evidence from Seller reasonably satisfactory to the Title Company and Acquirors regarding due organization and the due authorization of the Transactions, to the extent required by the Title Company;
(vii) to PropCo, a title affidavit in the form attached as Exhibit C and such other customary affidavits in form and substance approved by Seller in its reasonable discretion as the Title Company may reasonably require in order to issue the Title Policy;
(viii) to Buyer, evidence of the resignation or removal, effective as of the Closing Date, of each director, officer or manager of Company, unless otherwise designated by ▇▇▇▇▇ in advance in writing no less than five Business Days prior to the Closing Date;
(ix) to the Acquirors, written evidence reasonably satisfactory to Acquirors that all Liens and Encumbrances (other than any Gaming Law restrictions and Permitted Encumbrances, including state and federal securities law restrictions) on the Purchased Interests and the assets of the Company, and guarantees by the Company, in each case set forth on Schedule 1.4(e)(ix), have been or will be released as of the Closing;
(x) to PropCo, all Participation Plan Costs agreements, documents, instruments, or certificates required to be delivered by Seller at or prior to the Company for payment Closing pursuant to Section 4(a) of the Real Estate Purchase Agreement and PropCo shall deliver to Seller the certificates required by Section 6.3(a)(ii) and Section 6.3(b)(ii);
(xi) to PropCo, a certificate of Seller’s chief financial officer (or other executive vested with similar duties) in the form of Exhibit D; and
(xii) solely to the extent required by applicable Maryland Gaming Laws or Maryland Gaming Authorities, as reasonably agreed upon by each of Seller and Buyer, ▇▇▇▇▇▇ and Buyer shall prepare a detailed closing memorandum and submit it to the applicable participant Maryland Gaming Authorities with sufficient time to allow their review and approval and completion of the items set forth in the Participation Plan through the Company’s payroll system.
(j) Parent shall pay or cause to be paid such closing memorandum prior to the Surviving Entity the Deleveraging AmountClosing Date.
Appears in 1 contract
Sources: Equity Purchase Agreement (Golden Entertainment, Inc.)
Closing Transactions. (a) Prior to the Closing, Parent shall have completed the Domestication in accordance with Section 6.26.
(b) At or prior to the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(ai) Parent shall direct the Trustee to make any payments required to be made by Parent in connection with the Parent Stockholder RedemptionShareholder Redemptions with funds from the Trust Account.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of SecuritiesAmalgamation Consideration payable pursuant to Section 2.7(b).
(giii) Parent shall deposit (or cause the PIPE Investment to be deposited) with consummated pursuant to, and in the Escrow Agent amounts set forth in, the Adjustment Escrow AmountSubscription Agreements.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system.
(jiv) Parent shall pay or cause to be paid by wire transfer of immediately available funds, (A) all accrued and unpaid Parent Transaction Costs as set forth on a written statement to be delivered to the Surviving Entity Company not less than three (3) Business Days prior to the Deleveraging AmountClosing Date, and (B) all accrued and unpaid Company Transaction Costs (“Unpaid Transaction Costs”) as set forth on a written statement to be delivered to Parent by or on behalf of the Company not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; provided, that any Unpaid Transaction Costs due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.
(v) Parent shall file, or cause to be filed, the Parent Charter with the Secretary of State of Delaware, effective as of the Effective Time.
Appears in 1 contract
Sources: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)
Closing Transactions. At the Closing and on On the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.
(b) Parent shall payCompany, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption Buyer and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to Merger Sub shall cause the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) Merger to be duly executed and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed Delaware in accordance with DE Law and immediately following the relevant provisions acceptance of such filing by the Secretary of State of the DLLCA (State of Delaware, the “Initial Surviving Company, Buyer and Buyer Survivor LLC shall cause the Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) Merger to be duly executed and filed with the Secretary of State of the State of Delaware.Delaware in accordance with DE Law;
(fb) Parent Buyer shall deposit deliver to the Seller a certificate or, at the Seller’s request, which request shall be made no later than five Business Days prior to the Closing Date, other record of book entry ownership, representing a number of shares of Buyer Newly Issued Common Stock equal to the Equity Consideration, which certificate or other record shall be in the name of the Seller and shall bear a restrictive legend as described in the Stockholders Agreement;
(or cause c) Buyer shall pay on behalf of the Group Companies, the outstanding amounts of any Company Funded Debt set forth on Section 10.04 of the Disclosure Letter, as set forth in the payoff letters from the holders of all Company Funded Debt listed on Section 10.04 of the Disclosure Letter that (1) reflect the amounts and relevant wire transfer instructions required in order to pay in full all such Company Funded Debt outstanding as of the Closing and (2) provide that, upon receipt in full of the amounts indicated, all commitments for financing in respect of such Company Funded Debt shall be depositedterminated and all Liens with respect to the assets of the Group Companies securing the obligations under such Company Funded Debt shall be terminated and of no further force and effect and authorize a Group Company, its successors, assigns and designees to file evidence of such release in public offices, in form and substance reasonably satisfactory to Buyer (the “Payoff Letters”);
(d) Buyer shall pay on behalf of the Company all Transaction Expenses set forth in the Transaction Invoices that remain unpaid as of the Effective Time, in the amounts, to the Persons and in accordance with the Exchange Agent wire transfer instructions set forth in the Closing Transaction Invoices provided by the Company within two Business Days prior to Closing; provided that for the avoidance of doubt, any Transaction Expenses in amounts in excess of $7,000,000 shall be included in the Transaction Expense Deficit as a reduction to the Cash Payment Amount and the Closing Number of Securities.Consideration;
(ge) Parent Buyer shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (pay, on behalf of the Company, the Closing Redemption Payment Amount, as set forth in the certificate delivered pursuant to Section 3.04(a)(ii);
(f) payBuyer shall deposit the Adjustment Escrow Amount with the Escrow Agent by wire transfer of immediately available funds pursuant to wire transfer instructions set forth in the Escrow Agreement, orwhich shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement to cover any Working Capital Deficit, cause Funded Debt Deficit, Transaction Expense Deficit, Tax Deficit and/or adjustments with respect to be paidCompany Cash, all Estimated Company Transaction Costsin each case, in accordance with Section 3.04(b);
(g) subject to and in accordance with provisions of Section 3.04(a), Buyer shall remit to the extent not paid Seller, or its designee, by wire transfer of immediately available funds to an account designated in writing by the Company Seller at least two Business Days prior to the ClosingClosing Date, an aggregate amount in cash equal to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available fundsClosing Cash Payment; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.and
(ih) Parent shall (on behalf of Buyer, the Company) paySeller, or cause to be paidthe Merger Sub, all Participation Plan Costs to Buyer Survivor LLC and the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll systemshall make such other deliveries as are required by Section 3.03 hereof.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall direct the Trustee to make any payments required to be made by Parent in connection with the Parent Stockholder RedemptionRedemptions.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate certificates of merger with respect to the First Merger and the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) ” and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger,” andrespectively, together with the First Certificate of Merger, and collectively the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(fc) Parent The Company shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of SecuritiesFirst Merger Consideration payable pursuant to Section 2.6(a)(i).
(gd) Parent The Second Surviving Corporation shall deposit (or cause to be deposited) with the Escrow Exchange Agent the Adjustment Escrow AmountMerger Consideration payable pursuant to Section 2.6(b)(i).
(he) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system.
(j) Parent The Second Surviving Corporation shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued Parent Transaction Costs as set forth on a written statement to be delivered to the Surviving Entity Company not less than three (3) Business Days prior to the Deleveraging AmountClosing Date, and (ii) all accrued and unpaid Company Transaction Costs (“Unpaid Transaction Costs”) as set forth on a written statement to be delivered to Parent by or on behalf of the Company not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; provided, that any Unpaid Transaction Costs due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.
Appears in 1 contract
Closing Transactions. At the Closing and on On the Closing Date, the Parties parties hereto shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with file the Parent Stockholder RedemptionSecond Amended and Restated Certificate of Incorporation and adopt the Parent Amended and Restated Bylaws.
(b) Parent shall file the Certificate of First Blocker Merger with the Secretary of State of the State of Delaware in accordance with Section 2.02(b).
(c) Parent shall file the Certificate of Second Blocker Merger with the Secretary of State of the State of Delaware in accordance with Section 2.02(c).
(d) Parent shall file the Certificate of First Company Merger with the Secretary of State of the State of Delaware in accordance with Section 2.02(d).
(e) Parent shall file the Certificate of Second Company Merger with the Secretary of State of the State of Delaware in accordance with Section 2.02(e).
(f) Parent shall pay, or cause to be paid, by wire transfer of immediately available funds, all Transaction Expenses of Parent Transaction Costs to and the applicable payeesCompany, to the extent not paid prior to the Closing.
(cg) Parent shall contribute pay and discharge, or shall cause to First Merger Sub: be paid and discharged, to (i) Monroe Capital by wire transfer of immediately available funds, the amount Monroe Credit Agreement Payoff Amount pursuant to, and in accordance with, the provisions of cash remaining the payoff letter delivered by the Company to Monroe Capital, which such payoff letter shall be in form and substance reasonably satisfactory to Parent (the Trust Account; “Monroe Payoff Letter”), and (ii) SVB by wire transfer of immediately available funds, the PIPE Investment SVB Credit Agreement Payoff Amount after giving effect to the Parent Stockholder Redemption pursuant to, and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with with, the relevant provisions of the DGCL payoff letter delivered by the Company to SVB, which such payoff letter shall be in form and substance reasonably satisfactory to Parent (the “First Certificate of MergerSVB Payoff Letter”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount).
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs by wire transfer of immediately available funds, the Company Management Bonus to the Company for further payment to the applicable participant in the Participation Plan through the Company’s payroll systemprocessing system to the applicable management employees as set forth on the Payment Spreadsheet.
(i) Parent shall pay, or cause to be paid, to the Company by wire transfer of immediately available funds, the Balance Sheet Funding Amount.
(j) Parent shall pay deposit, or shall cause to be paid deposited, with the Exchange Agent, the (i) number of shares of New Parent Common Stock sufficient to deliver the Surviving Entity Aggregate Stock Consideration and (ii) cash sufficient to deliver the Deleveraging AmountAggregate Cash Consideration.
(k) Parent shall cause CST to make payments in the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Redemption Rights.
Appears in 1 contract
Sources: Business Combination Agreement (McAp Acquisition Corp)
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall direct the Trustee to make any payments required to be made by Parent in connection with the Parent Stockholder RedemptionRedemptions.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(ed) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(fe) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(hf) Parent shall (on behalf of the CompanyCompany (or after the Reorganization, Newco)) pay, or cause to be paid, the Payoff Amount to the applicable payee(s) set forth in the Payoff Letter.
(g) Parent shall (on behalf of the Company (or after the Reorganization, Newco)) pay, or, cause to be paid, all Estimated amounts included in the Company Transaction Costs, to the extent not paid by the Company Group Companies prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Company Closing Statement, by wire of immediately available funds; provided, that that: (i) the Estimated amounts included in the Company Transaction Costs (other than transaction, deal, brokerage, financial or legal advisory or any similar fees, commissions or expenses payable in connection with or anticipation of the consummation of the Transactions to financial advisors, investment banks, data room administrators, attorneys, accountants and other similar advisors and service providers) may be paid promptly after the Closing Date as necessary.
and in any event no later than 5 Business Days after the Closing Date; and (iii) Parent shall (on behalf of the CompanyCompany (or after the Reorganization, Newco)) pay, or cause to be paid, all Participation Plan any amounts included in the Company Transaction Costs that represent compensation to employees to the Company (or after the Reorganization, Newco) for payment to the applicable participant in service provider at the Participation Plan time required by applicable arrangement through the Company’s payroll system(or after the Reorganization, Newco’s) payroll.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.;
(b) Parent shall pay, or cause to be paid, all Estimated Parent Transaction Costs to the applicable payeespayees set forth on the Parent Estimated Adjustment Statement, to the extent not paid prior to the Closing.;
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and , (ii) the Aggregate Forward Purchase Investment Amount and (iii) the PIPE Investment Amount Amount, in each case after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.the amounts provided for in Section 1.3(b);
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and Parent shall cause the First Certificate of Merger to be filed with the Secretary of State of the State of Delaware.Delaware and become effective;
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and Parent shall cause the Second Certificate of Merger to be filed with the Secretary of State of the State of Delaware.Delaware and become effective;
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.;
(g) Parent shall deposit (or cause to be deposited) with the Stockholder Representative the Stockholder Representative Expense Holdback Amount;
(h) Parent shall (on behalf of the Company) pay, or, or cause to be paid, all Estimated Company Transaction Costs, Costs to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Company Estimated Adjustment Statement, Statement by wire transfer of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.;
(i) Parent shall deliver (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs delivered) to the Company for payment to Stockholder the applicable participant in Closing Cash Payment Amount and the Participation Plan through Closing Number of Securities as set forth on the Company’s payroll system.Final Spreadsheet; and
(j) Parent shall pay or cause to be paid to accept the Surviving Entity the Deleveraging Amount7,000,000 Private Placement Warrants and 2,725,000 shares of Parent Class F Stock surrendered by Sponsor for cancellation.
Appears in 1 contract
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments in the aggregate amount of cash proceeds that will be required to be made by Parent in connection with satisfy any exercise of the Parent Stockholder RedemptionRedemptions.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent Company shall contribute pay, or cause to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect be paid, all Company Transaction Costs to the Parent Stockholder Redemption and applicable payees, to the payment of all Parent Transaction Costsextent not paid prior to the Closing.
(d) The Parent shall pay, or cause to be paid, the Closing Cash Consideration (as defined in the C Acquisition Purchase Agreement) to Verizon and Hearst, in accordance with the terms of the C Acquisition Purchase Agreement.
(e) Parent shall issue, or cause to be issued, the Stock Consideration (as defined in the C Acquisition Purchase Agreement) to Verizon and Hearst on a pro rata basis in accordance with their respective Membership Interests (as defined in the C Acquisition Purchase Agreement) in accordance with the terms of the C Acquisition Purchase Agreement, which Stock Consideration shall, for the avoidance of doubt, consist of the number of shares of Parent Class A Stock set forth in the C Acquisition Purchase Agreement.
(f) Parent shall issue instructions to the Exchange Agent regarding the distribution of the Closing Number of Securities in accordance with the terms of this Agreement.
(g) A certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Closing Transactions. At (a) Subject to the Closing satisfaction or waiver of the closing conditions and on delivery obligations as set forth in Article 8, at the Closing DateClosing, the Parties Company shall deliver or cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreementbe delivered to Buyer:
(ai) Parent duly executed assignment, transfer or other instruments of conveyance (in a form reasonably acceptable to Buyer), duly effecting the transfer of each Seller’s Company Interests or Blocker Stock to Buyer, free and clear of all Liens (other than any transfer restrictions arising under applicable securities Laws);
(ii) the stock certificates representing the shares of Blocker Stock; and
(iii) such other documents or certificates as shall make any payments reasonably be required by Buyer and its counsel in order to be made by Parent in connection with consummate the Parent Stockholder Redemptiontransactions contemplated hereby.
(b) Parent shall Subject to the satisfaction or waiver of the closing conditions and delivery obligations as set forth in Article 8, at the Closing, Buyer shall:
(i) pay, or cause caused to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (iA) the amount of cash remaining in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount to the Paying Agent for further distribution in accordance with the Company Closing Statement, (B) on behalf of the Company and the PCs, any amounts owing in respect of Indebtedness of the Company and the PCs as of the Closing as set forth in the Company Closing Statement to the Persons to whom such amounts are owed in accordance with the Payoff Letters and the instructions set forth therein, (C) on behalf of the Company and the PCs, the amount of the Transaction Costs as set forth in the Company Closing Statement to the Persons to whom such amounts are owed in accordance with the Transaction Cost Invoices and the instructions therein and (D) on behalf of the Sellers, the amount of the Seller Representative Fund to the Seller Representative; and
(ii) deliver, via book-entry issuance the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, Shares to the extent not paid by Blocker Seller, Dand, Ghosh and each Seller in accordance with their respective Allocable Share in the Company prior to Closing Statement, free and clear of all Liens (other than any restrictions arising under applicable securities Laws and the Closing, to the applicable payees as restrictions set forth on the Estimated Adjustment Statement, by wire of immediately available fundsin Section 7.8); provided, provided that the Estimated Company Transaction Costs aggregate number of Closing Number of Shares that may be paid promptly become issuable after the Closing Date to the Deferred Vesting Recipients in respect of their Class B Units that remain subject to vesting as necessary.
(i) Parent of immediately prior to the Closing as set forth in the Company Closing Statement shall (on behalf instead be delivered in the manner set forth in Section 2.9 subject to the satisfaction of the Company) pay, or cause to be paid, all Participation Plan Costs to the Company for payment to the applicable participant in the Participation Plan through the Company’s payroll systemconditions set forth therein.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract
Sources: Membership Interest and Stock Purchase Agreement (SOC Telemed, Inc.)
Closing Transactions. At or substantially concurrently with the Closing and on the Closing DateDate (unless such other date is indicated), the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall direct the Trustee to make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.Redemptions;
(b) the PIPE Investors, any Alternative Financing Source and Parent shall pay, or cause to be paid, all Parent Transaction Costs to consummate the applicable payees, to the extent not paid prior to the Closing.PIPE Investment and any Alternative Financing (if applicable);
(c) Parent the Founder Holder Class B Conversion shall contribute to First Merger Sub: (i) the amount of cash remaining be effectuated in the Trust Account; and (ii) the PIPE Investment Amount after giving effect to accordance with the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.Charter;
(d) The the Founder Holder Forfeiture shall be effectuated pursuant to the terms and conditions of the Founder Holder Agreement;
(e) the certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.;
(ef) The the certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL and DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.;
(fg) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount portion of the Aggregate Stock Consideration payable pursuant to Section 2.6(a) and the Closing Number of Securities.
(g) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.Section 2.6(e);
(h) Parent shall (i) pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing, and (ii) (on behalf of the Company) pay, or, cause to be paid, all Estimated amounts included in the Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Company Closing Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan the Company Transaction Costs that represent compensation to employees to the Company for payment to the applicable participant in service provider at the Participation Plan time required by the applicable employment arrangement through the Company’s payroll system.; and
(ji) Parent the Repurchase shall pay or cause to be paid to effectuated on the Surviving Entity Business Day immediately following the Deleveraging AmountSecond Effective Time in accordance with the Repurchase Agreement.
Appears in 1 contract
Sources: Merger Agreement (VPC Impact Acquisition Holdings III, Inc.)
Closing Transactions. At Subject to the Closing terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
: (a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in Company and Merger Sub shall cause the Trust Account; and (ii) the PIPE Investment Amount after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) Merger to be duly executed and filed with the Secretary of State of the State of Delaware.
, and (eii) The certificate of merger with respect to immediately following the Second First Merger and the Indebtedness Repayment, the Initial Surviving Company and the Purchaser shall be prepared and executed in accordance with - 28 - cause the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) Merger to be duly executed and filed with the Secretary of State of the State of Delaware.
; (fb) Parent shall deposit (issue or transfer, or cause to be deposited) with issued or transferred, to Seller the Exchange Agent number of Parent Shares payable as the Closing Cash Payment Amount and Equity Consideration pursuant to the Closing Number of Securities.
terms hereof, which may be represented by book-entry interests or one or more certificates issued to Seller at Parent’s election; (gc) Parent shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available funds; provided, that the Estimated Company Transaction Costs may be paid promptly after the Closing Date as necessary.
(i) Parent shall (on behalf of the Company) pay, or cause to be paid, to Seller the Closing Date Cash Proceeds by wire transfer of immediately available funds to the account(s) designated by Seller; (d) Parent shall repay, or cause to be repaid, on behalf of the Company Group, as applicable, all Participation Plan Costs amounts necessary to discharge fully the then-outstanding balance of all Indebtedness set forth on Schedule 2.03(d), if any, (for the avoidance of doubt, after giving effect to the Company for payment Pre- Closing Payments) by wire transfer of immediately available funds in accordance with the Payoff Letters relating to the applicable participant account(s) designated by the holders of such Indebtedness (the “Indebtedness Repayment”); (e) Parent shall deliver to the Escrow Agent for deposit into an escrow account (such account, the “Purchase Price Adjustment Escrow Account”), an aggregate amount of cash equal to the Purchase Price Adjustment Escrow Amount; (f) Parent shall pay, or cause to be paid, on behalf of the Company, all unpaid Transaction Expenses identified on Schedule 2.03(f) (other than the Bonus Payments, if any) (for the avoidance of doubt, after giving effect to the Company Pre-Closing Payments) to each Person who is owed a portion thereof; (g) Parent shall pay, or cause to be paid, to the Company, for further distribution to and by the Company’s and its Subsidiaries’ payroll provider in the Participation Plan through accordance with the Company’s payroll system.
processes and procedures, an aggregate amount equal to all unpaid Bonus Payments that are set forth on Schedule 2.03(g) (jfor the avoidance of doubt, after giving effect to the Company Pre-Closing Payments), if any, for distribution by the Company to its applicable employees or other service providers through the payroll processing system of the Company; (h) Parent the Company shall pay deliver, or cause to be paid delivered, to Parent the Surviving Entity Consulting Termination Agreement, duly executed by AE Consultant and Edge Autonomy Bend; (i) Seller shall deliver to Parent an IRS Form W-9 duly executed by the Deleveraging AmountSeller; (j) Seller and Parent shall each execute and deliver the A&R Investor Rights Agreement; and (k) the parties hereto shall make such other deliveries as are required to satisfy the conditions set forth in Article III.
Appears in 1 contract
Sources: Merger Agreement (Redwire Corp)
Closing Transactions. At the Closing and on the Closing Date, the Parties shall cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall make any payments required to be made by Parent in connection with the Parent Stockholder Redemption.
(b) Parent shall pay, or cause to be paid, all Parent Transaction Costs to the applicable payees, to the extent not paid prior to the Closing.
(c) Parent shall contribute to First Merger Sub: (i) the amount of cash remaining in the Trust Account; and (ii) the proceeds actually received by Parent upon consummation of the PIPE Investment Amount Investment, after giving effect to the Parent Stockholder Redemption and the payment of all Parent Transaction Costs.
(d) The certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the “First Certificate of Merger”) and filed with the Secretary of State of the State of Delaware.
(e) The certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware.
(f) Parent shall deposit (or cause to be deposited) with the Exchange Agent the Closing Cash Payment Amount Amount, if any, and the Closing Number of Securities.
(gf) Parent The Company shall deposit (or cause to be deposited) with the Escrow Agent the Adjustment Escrow Amount.
(h) Parent shall (on behalf of the Company) pay, or, cause to be paid, all Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing, to the applicable payees as set forth on the Estimated Adjustment Statement, by wire of immediately available fundspayees; provided, that that: (i) the Estimated amounts included in the Company Transaction Costs may be paid promptly after the Closing Date as necessary.
; and (iii) Parent shall (on behalf of the Company) pay, or cause to be paid, all Participation Plan any amounts included in the Company Transaction Costs that represent compensation to employees to the Company for payment to the applicable participant in service provider at the Participation Plan time required by the applicable arrangement through the Company’s payroll system.
(j) Parent shall pay or cause to be paid to the Surviving Entity the Deleveraging Amount.
Appears in 1 contract