Distribution of Merger Consideration. The Merger Consideration, when distributed in accordance with the terms of this Agreement, will have been distributed to the holders of Company Stock in accordance with the provisions of the Company's Certificate of Incorporation in effect immediately prior to the Effective Time and any other document or agreement among the Company and such holders related to the distribution of the Merger Consideration.
Distribution of Merger Consideration. (a) Promptly following the date hereof, the Company shall deliver, or cause to be delivered, a letter of transmittal, in substantially the form attached hereto as Exhibit F (the “Letter of Transmittal”), to each Equityholder. To the extent that no later than five (5) Business Days prior to the Closing Date, any Equityholder delivers a Letter of Transmittal, duly executed and completed in accordance with the instructions thereto (including duly executed and completed Tax forms, if applicable), to the Paying Agent, the Paying Agent will pay to such Equityholder at the Closing, following payment by Purchaser in accordance with Section 2.5(c), the portion of the Closing Payment actually payable to such Equityholder pursuant to Section 2.2 and Section 2.5 to the account designated in such Equityholder’s duly executed and completed Letter of Transmittal. The Letter of Transmittal shall, among other things, provide a full release by each Equityholder of any claims against Purchaser, its Affiliates and either of the Target Companies in accordance with the terms set forth in the Letter of Transmittal.
Distribution of Merger Consideration. The distribution of shares of Surviving Company capital stock to any holder of capital stock of the Company in connection with the Merger.
Distribution of Merger Consideration. (a) Pursuant to the Paying Agent Agreement, Purchaser will cause Paying Agent to, as soon as practicable following Paying Agent’s receipt after the Effective Time of a duly completed and validly executed letter of transmittal in substantially the form attached hereto as Exhibit G from a Stockholder and, in each case, certificate(s) representing the Shares held by such Stockholder outstanding immediately before the Effective Time (or, in the event that any such certificate(s) have been lost, stolen or destroyed, an affidavit of that fact by such Stockholder accompanied by a bond or other indemnity in form and substance reasonably acceptable to Purchaser (each, a “Lost Certificate Affidavit”)), deliver to such Stockholder (i) in respect of the Series A Shares held by such Stockholder immediately prior to the Effective Time, an amount equal to the sum of (x) the Series A Preference Amount multiplied by such number of Series A Shares, plus (y) the Merger Consideration Per Share multiplied by the number of Common Shares into which such Series A Shares are convertible, (ii) in respect of the Series B Shares held by such Stockholder immediately prior to the Effective Time, an amount equal to the sum of (x) the Series B Preference Amount multiplied by such number of Series B Shares, plus (y) the Merger Consideration Per Share multiplied by the number of Common Shares into which such Series B Shares are convertible, and (iii) in respect of the Common Shares held by such Stockholder immediately prior to the Effective Time, the Merger Consideration Per Share multiplied by such number of Common Shares, in each case, minus such Stockholder’s applicable Pro Rata Share of the Escrow Amount and the Representative Expense Amount, as directed by the Allocation Schedule. Pursuant to the Paying Agent Agreement, Purchaser will cause Paying Agent to, as soon as practicable after the Effective Time, deliver to each holder of a No-Withholding Option outstanding immediately prior to the Effective Time, a payment equal to (x) the Merger Consideration Per Share minus the exercise price of such No-Withholding Option, multiplied by (y) the number of Option Shares subject to the No-Withholding Option, in each case, minus such holder’s applicable Pro Rata Share of the Escrow Amount and the Representative Expense Amount as directed by the Allocation Schedule.
Distribution of Merger Consideration. The Merger Consideration, when distributed by the Exchange Agent pursuant to Section IV.E below, shall be distributed as follows:
Distribution of Merger Consideration. 6 1.8 Effect on Company Capital Stock......................................... 12 1.9
Distribution of Merger Consideration. The Merger Consideration, when distributed in accordance with the terms of this Agreement (including any Closing Allocation Certificate), will have been distributed to the Former Holders in accordance with the provisions of the Restated Certificate of Incorporation and other constituent documents of the Company and any other document or agreement among the Company and such holders or other Persons related to the distribution of the Merger Consideration.
Distribution of Merger Consideration. The Merger Consideration, when distributed in accordance with Sections 1.7 and 1.8, shall be distributed to the holders of Company Capital Stock in accordance with the provisions of the Company's Articles of Incorporation in effect immediately prior to the Effective Time and any other document or agreement among the Company and such holders related to the distribution of the Merger Consideration. No holder of Company Capital Stock shall have any claims against Parent in connection with the distribution of the Merger Consideration pursuant to Sections 1.7 and 1.8 (other than for the failure to distribute the Merger Consideration to the Exchange Agent in accordance with the information contained in the Agent Certificates). For purposes of this Section 2.25, the holders of the Company Capital Stock shall include each holder of an Assumed Option and each holder of an Assumed Warrant that timely and properly exercises the Assumed Option or the Assumed Warrant after the Closing.
Distribution of Merger Consideration. The distribution of Merger Consideration set forth on the Allocation Certificate is in accordance with the Company Operating Agreement, the Warrants and the Company Equity Plan.
Distribution of Merger Consideration. Qualia Schedules ---------------- Schedule 3.1 Organization of Qualia Schedule 3.3 Books and Records Schedule 3.4 Absence of Conflicting Agreements Schedule 3.5 Governmental Authorizations Schedule 3.6 Real Property Schedule 3.7 Tangible Personal Property Schedule 3.8 Contracts Schedule 3.9 Intangibles Schedule 3.11 Financial Statements Schedule 3.12 Tax Matters Schedule 3.13 Insurance Schedule 3.14 Personnel and Employee Benefits Schedule 3.15 Legal Actions and Orders Schedule 3.16 Environmental Compliance Schedule 3.17 Compliance with Legal Requirements Schedule 3.18 Conduct of Business in Ordinary Course Schedule 3.20 Capitalization Schedule 3.21 Interests in Other Entities; Relationships with Related Persons Schedule 3.22 Accounts; Lockboxes; Safe Deposit Boxes Schedule 3.23 Brokers or Finders Schedule 3.25 Due Diligence iCAD Schedules Schedule 4.4 Capitalization Schedule 4.6 Brokers or Finders Schedule 5.7 Registration Statement Schedule 5.17 Noncompetition Agreements Schedule 6.1(l) Resignation of Officers and Directors EXHIBIT A CERTIFICATE OF MERGER OF QUALIA COMPUTING, INC. INTO QUALIA ACQUISITION CORP. Pursuant to Section 251(c) of the General Corporation Law QUALIA COMPUTING, INC., a Delaware corporation, desiring to merge with QUALIA ACQUISITION CORP., a Delaware corporation, pursuant to the provisions of Section 251(c) of the General Corporation Law of the State of Delaware, does hereby certify as follows:
