Initial Payment Fund Clause Samples
The Initial Payment Fund clause establishes the requirement for an upfront payment or deposit at the start of a contractual relationship. Typically, this clause specifies the amount to be paid, the timing of the payment, and the method by which it should be delivered, such as a wire transfer or certified check. By ensuring that a portion of the contract value is paid in advance, this clause provides financial security to the receiving party and demonstrates the payer’s commitment to the agreement, thereby reducing the risk of non-payment or default.
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
(A) the Estimated Merger Consideration plus (B) the estimated amount of Company Transaction Expenses, plus (C) the Series C Preferred Redemption Amount less (E) the Holdback Consideration, less (F) the amount of the Pre-Closing Escrow Fund, and less (G) an amount (the "Dissenting Shares Amount") equal to the product of the total number of Dissenting Shares and the Applicable Per Share Amount (based on the Estimated Merger Consideration) of such Dissenting Shares, and (ii) Parent and the Company shall cause the Pre-Closing Escrow Agent to pay to the Stockholder Representative the entire amount of the Pre-Closing Escrow Fund, in each case, by wire transfer of immediately available funds to the account specified by the Stockholder Representative. The amount 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 Post-Closing Escrow Agent pursuant to Section 2.4(e), Section 2.5(b) or Section 7.12(a) ("Additional Funds" and together with the Initial Payment Fund and all interest or other earnings thereon, the "Payment Fund"), shall be held and disbursed by the Stockholder Representative strictly in accordance with this Article II. The Stockholder Representative will acknowledge in writing to Parent the receipt of the Initial Payment Fund promptly following receipt thereof.
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 pay to the Company at the direction of the Stockholder Representatives (on behalf of the Stockholders) an amount in cash equal to (A) the Estimated Merger Consideration minus an amount (the “Dissenting Shares Amount”) equal to the product of the total number of Dissenting Shares multiplied by the Estimated Per Share Amount minus the Escrow Amount (as defined below) by wire transfer of immediately available funds to the account specified by the Stockholder Representatives. The amount paid to the Company pursuant to this Section 3.3(a) (the “Estimated Payment Fund”), together with any amounts paid to the Stockholder Representatives by Parent pursuant to Section 3.2(i) (the “Additional Funds” and together with the Estimated Payment Fund and all interest or other earnings thereon, the “Payment Fund”) shall be held and disbursed by the Company at the direction of the Stockholder Representatives or by the Stockholder Representatives, as the case may be, strictly in accordance with this Article III and the terms of the Escrow Agreement. The Company will acknowledge in writing to Parent the receipt of the Estimated Payment Fund simultaneously with receipt thereof and delivery of such Estimated Payment Fund to the Company in its capacity as paying agent hereunder shall be deemed to be delivery to the Stockholders.
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. 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 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