Common use of Consideration at Closing Clause in Contracts

Consideration at Closing. As full payment for the transfer of the Shares by Shareholders to Pathways, in accordance with the provisions of Section 8 (Closing provisions), Pathways must deliver the following:. 2.3.1. On the Closing Date or as expeditiously as reasonably possible, the number of shares of Pathways Common Stock, having a par value of $0.01 per share, determined by dividing the market price of Pathways Common Stock into One-Million Five Hundred Thousand Dollars ($1,500,000.00). The market price for the shares of Pathways Common Stock for this purpose will be the closing price for such stock on the NASDAQ Stock Exchange on the day immediately preceding the Closing Date ("Closing Date Market Price"). These shares shall be allocated to the Shareholders as follows: (a) ▇▇▇▇▇ ▇▇▇▇▇▇ shall receive the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price of Pathways Common Stock into One Million Twenty Thousand Dollars ($1,020,000.00). Of these shares, the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into Eight Hundred Fifty Thousand Dollars ($850,000.00) shall be registered on Form S-3 with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, as expeditiously as reasonably possible and the remaining number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into One Hundred Seventy Thousand ($170,000) shall not require the filing of a Form S-3, registration statement or similar document. Pathways will take every reasonable step possible to ensure that the registered shares are filed as soon as possible after Pathways' SEC counsel has received an executed copy of this Agreement. . (b) ▇▇▇ ▇▇▇▇▇ shall receive the number of shares of Pathways Common Stock determined by dividing the market price of Pathways Common Stock (as determined above) into Four Hundred Fifty Thousand Dollars ($450,000.00). Of these shares, the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into One Hundred Thousand Dollars ($100,000.00) shall be registered on Form S-3 with the SEC pursuant to the Securities Act of 1933, as amended, as expeditiously as reasonably possible, and the remaining number shares determined by dividing the Closing Date Market Price into Three Hundred Fifty Thousand Dollars ($350,000.00) shall not require the filing of a Form S-3, registration statement or similar document. Pathways will take every reasonable step possible to ensure that the registered shares are filed as soon as possible after Pathways' SEC counsel has received an executed copy of this Agreement. (c) ▇▇▇▇ ▇▇▇▇▇ shall receive the number of shares of Pathways Common Stock determined by dividing the market price of Pathways Common Stock (as determined above) into Thirty Thousand Dollars ($30,000.00). None of these shares shall require the filing of a Form S-3, registration statement or similar document.. It is understood and agreed that none of the shares to be registered on Form S-3 shall be issued to Shareholders until such time as such registration statement has been declared effective by the SEC. No fractional shares of Pathways Common Stock shall be issued as consideration under this SECTION 2.3 of the Agreement. In the event that such fractional shares result from the calculations described in this SECTION 2.3, the number of shares resulting therefrom shall be rounded down and reduced to the previous whole share.

Consideration at Closing. As full payment At the Closing, upon the surrender of certificates (or a duly executed affidavit in a form satisfactory to Parent in lieu thereof in the case of lost, stolen or destroyed certificates) representing all of the Holdings Shares to the Parent, the Parent will make or cause to be made the following distributions and payments of the Estimated Closing Merger Consideration: (i) the Parent will issue and deliver to the Selling Stockholders in the proportions set forth opposite such Selling Stockholder's name set forth on Schedule 1.7(b)(i), duly executed stock certificates representing a number of shares of Parent Common Stock equal to (x) $33,000,000, divided by (y) the average closing sales price of Parent Common Stock for the twenty (20) trading days prior to the Closing Date (the "Equity Consideration"); provided, such stock certificates shall bear the restrictive legends set forth in Section 2.5(j); (ii) the Parent will make the following payments of the cash portion of the Estimated Closing Merger Consideration by wire transfer of immediately available funds in accordance with such wire instructions set forth on Schedule 1.7(d)(iii): A. an amount equal to the Shares outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by Shareholders the Selling Stockholders or the Company); B. an amount equal to Pathways, the Transaction Expenses (other than the Transaction Expenses with respect to the Sale Bonus Plan) to the respective payees thereof (to the extent not previously paid by the Selling Stockholders or the Company); C. an amount equal to $1,680,275.41 (the "Initial Sale Bonus Amount") to the Company to be disbursed on the Closing Date to the beneficiaries of the Sale Bonus Plan in accordance with the provisions terms of the Sale Bonus Plan; provided that, if the Selling Stockholders or the Company elect to pay the Initial Sale Bonus Amount prior to Closing, the Parent shall make such payment to the Company or the Selling Stockholders, as the case may be, as reimbursement of such amount; provided, further, that, for the avoidance of doubt, if the Company elects to increase its Indebtedness by the Initial Sale Bonus Amount in order to make the disbursement to the beneficiaries prior to Closing, then the payment made by Parent pursuant to this sub-paragraph (C) shall be applied, without duplication, to the holders of the outstanding Indebtedness of the Company as contemplated by Section 8 (Closing provisions1.7(b)(ii)(A), Pathways must deliver ; D. an amount equal to the following:. 2.3.1. On balance of the amounts payable after the Closing Date or as expeditiously as reasonably possibleunder the Sale Bonus Plan to the Sellers Continuing Entity to be disbursed by the Sellers Continuing Entity in accordance with the terms of the Sale Bonus Plan; E. an amount equal to the Escrow Amount to the Escrow Agent; and F. an amount equal to the Indemnification Expense Cash Amount to the Stockholders' Escrow Account held by the Stockholders' Representative for the account of the Selling Stockholders; (iii) the Parent will disburse the balance of the cash portion of Estimated Closing Merger Consideration remaining after the disbursements and payments in items (i) and (ii) above to the Selling Stockholders. For the avoidance of doubt, the number payments in item (ii) shall all be made using the cash portion of shares the proceeds of Pathways Common Stockthe Estimated Closing Merger Consideration and shall reduce the Estimated Closing Merger Consideration otherwise payable to the Selling Stockholders. In no event shall the aggregate payments made pursuant to this Section 1.7(b) (including the Equity Consideration, having a par value of $0.01 per share, determined by dividing which the market price of Pathways Common Stock into One-Million Five Hundred Thousand Dollars ($1,500,000.00). The market price for the shares of Pathways Common Stock for this purpose will be the closing price for such stock on the NASDAQ Stock Exchange on the day immediately preceding the Closing Date ("Closing Date Market Price"). These shares Selling Stockholders and Parent agree shall be allocated to valued at $33,000,000) exceed the Shareholders as follows: (a) ▇▇▇▇▇ ▇▇▇▇▇▇ shall receive the number of shares of Pathways Common Stock determined by dividing the Estimated Closing Date Market Price of Pathways Common Stock into One Million Twenty Thousand Dollars ($1,020,000.00). Of these shares, the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into Eight Hundred Fifty Thousand Dollars ($850,000.00) shall be registered on Form S-3 with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, as expeditiously as reasonably possible and the remaining number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into One Hundred Seventy Thousand ($170,000) shall not require the filing of a Form S-3, registration statement or similar document. Pathways will take every reasonable step possible to ensure that the registered shares are filed as soon as possible after Pathways' SEC counsel has received an executed copy of this Agreement. Merger Consideration. (b) ▇▇▇ ▇▇▇▇▇ shall receive the number of shares of Pathways Common Stock determined by dividing the market price of Pathways Common Stock (as determined above) into Four Hundred Fifty Thousand Dollars ($450,000.00). Of these shares, the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into One Hundred Thousand Dollars ($100,000.00) shall be registered on Form S-3 with the SEC pursuant to the Securities Act of 1933, as amended, as expeditiously as reasonably possible, and the remaining number shares determined by dividing the Closing Date Market Price into Three Hundred Fifty Thousand Dollars ($350,000.00) shall not require the filing of a Form S-3, registration statement or similar document. Pathways will take every reasonable step possible to ensure that the registered shares are filed as soon as possible after Pathways' SEC counsel has received an executed copy of this Agreement. (c) ▇▇▇▇ ▇▇▇▇▇ shall receive the number of shares of Pathways Common Stock determined by dividing the market price of Pathways Common Stock (as determined above) into Thirty Thousand Dollars ($30,000.00). None of these shares shall require the filing of a Form S-3, registration statement or similar document.. It is understood and agreed that none of the shares to be registered on Form S-3 shall be issued to Shareholders until such time as such registration statement has been declared effective by the SEC. No fractional shares of Pathways Common Stock shall be issued as consideration under this SECTION 2.3 of the Agreement. In the event that such fractional shares result from the calculations described in this SECTION 2.3, the number of shares resulting therefrom shall be rounded down and reduced to the previous whole share.