Initial Payment Fund. On the Closing Date, (i) Buyer shall pay to the Sellers’ Representative (on behalf of the Sellers, the Blocker Sellers and the Target Optionholders) an amount in cash equal to the Estimated Purchase Price less the Escrow Funds, less the Deemed Stock Value, by wire transfer of immediately available funds to the account specified by the Sellers’ Representative, including pursuant to Section 5.19 (Indebtedness) and (ii) Ascent shall issue and deliver to the Sellers’ Representative (for the benefit of the Sellers and the Blocker Sellers) the Ascent Shares, free and clear of all Encumbrances except for restrictions on transfer imposed by applicable securities Laws or this Agreement. The amounts paid to or at the direction of the Sellers’ Representative pursuant to this Section 2.4(a) (Payment; Escrow; Payment Procedures) (the “Initial Payment Fund”), and any and all amounts paid to the Sellers’ Representative by Buyer or the Escrow Agent pursuant to Section 2.3 (Working Capital; Closing Date RMR) or this Section 2.4 (Payment; Escrow; Payment Procedures) (the “Additional Funds” and together with the Initial Payment Fund and all interest thereon, the “Payment Fund”), shall be held and disbursed by the Sellers’ Representative in accordance with this Article II (The Purchases).
Initial Payment Fund. On the Closing Date, (i) Parent shall pay to the Stockholder Representative (on behalf of the Junior Stockholders) an amount in cash equal to
Initial Payment Fund. Concurrently with the execution of this Agreement, Parent and/or Merger Sub shall pay to the Shareholder Representative (on behalf of the Company Holders) an amount in cash equal to the Estimated Merger Consideration less the aggregate exercise price payable to the Company upon the exercise of all Common Stock Equivalents that are outstanding immediately prior to the Effective Time, less the Adjustment Amount and the Indemnity Amount by wire transfer of immediately available funds to the account specified by the Shareholder Representative. The amounts paid to the Shareholder Representative pursuant to this Section 2.5(a) (the “Initial Payment Fund”), and any and all amounts paid to the Shareholder Representative by Parent or the Escrow Agent pursuant to Section 2.3 or Section 2.5(b), and any and all amounts repaid by Parent to Shareholder Representative pursuant to Section 2.2(b)(ii) (collectively, the “Additional Funds” and together with the Initial Payment Fund and all interest thereon, the “Payment Fund”), shall be held and disbursed by the Shareholder Representative in accordance with this Article II.
Initial Payment Fund. On the Closing Date, Parent and/or Merger Sub shall pay to the Stockholder Representative (on behalf of the Company Holders) an amount in cash equal to the Estimated Merger Consideration less the Escrow Funds by wire transfer of immediately available funds to the account specified by the Stockholder Representative. The amounts paid to the Stockholder Representative pursuant to this Section 2.5(a) (the “Initial Payment Fund”), together with amounts paid to the Stockholder Representative by Parent or the Escrow Agent pursuant to Section 2.3(e)(ii) or Section 2.5(b) (“Additional Funds” and together with the Initial Payment Fund and all interest thereon, the “Payment Fund”), shall be held and disbursed by the Stockholder Representative in accordance with this Article II.
Initial Payment Fund. On the Closing Date, Parent shall deposit with the Payment Agent, in trust for the benefit of the Stockholders, cash in immediately available funds (such cash being hereinafter referred to as the “Initial Payment Fund”) sufficient to pay the Merger Consideration to be paid by Parent, subject to the terms of the Merger Agreement, in respect of each Share outstanding immediately prior to the Effective Time. The Initial Payment Fund shall be held by the Payment Agent, pending payment or other disbursement in accordance herewith, in a segregated account established at the Payment Agent for the holding of such funds, and the Initial Payment Fund will not be accessed for any payment or purpose other than as set forth in this Section 2.4. Upon receipt of written instructions
