Parent to Provide Consideration. Subject to the provisions of Sections 5.13(c)(ii) and 7.3 hereof relating to escrow arrangements, promptly following the Effective Time, Parent shall make available in the form of immediately available funds to (i) the Paying Agent for exchange in accordance with this ARTICLE I the cash payable at the Effective Time to the Stockholders pursuant to Section 1.6(b) hereof in exchange for outstanding shares of Company Common Stock and (ii) the Surviving Corporation the Option Merger Consideration payable at the Effective Time to the Optionholders pursuant to Section 1.6(c); provided, however, that Parent shall (x) deposit into (A) the Escrow Fund the Merger Consideration that comprises the Escrow Amount out of the Merger Consideration pursuant to Section 1.6 hereof, (B) the Sales Tax Escrow Fund the Merger Consideration that comprises the Sales Tax Escrow Amount out of the Merger Consideration pursuant to Section 1.6 hereof, (C) the Stockholder Representative Fund the Merger Consideration that comprises the Stockholder Representative Amount (as reduced by all applicable income and employment Tax withholdings) out of the Merger Consideration pursuant to Section 1.6 hereof and (D) the Closing Tax Escrow Fund the Merger Consideration that comprises the Closing Tax Amount out of the Merger Consideration pursuant to Section 1.6 hereof and (y) pay directly on the Closing Date, by wire transfer of immediately available funds, the cash payable at the Effective Time pursuant to Section 1.6 hereof to such Stockholders who have theretofore delivered to Parent a properly completed Letter of Transmittal (as defined below) and the related Company Stock Certificates and are entitled to receive in excess of $500,000 of cash at the Effective Time pursuant to Section 1.6 hereof. The Pro Rata Portion of the consideration comprising the Escrow Amount shall be deemed to be contributed to the Escrow Fund, the Pro Rata Portion of the consideration comprising the Sales Tax Escrow Amount shall be deemed to be contributed to the Sales Tax Escrow Fund, the Pro Rata Portion of the consideration comprising the Closing Tax Escrow Amount shall be deemed to be contributed to the Closing Tax Escrow Fund and the Pro Rata Portion of the consideration comprising the Stockholder Representative Amount (as reduced by all applicable income and employment Tax withholdings) shall be deemed to be contributed to the Stockholder Representative Fund with respect to each such Escrow Participant.
Parent to Provide Consideration. Upon the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this ARTICLE I the cash payable at the Effective Time pursuant to SECTION 1.6 hereof in exchange for outstanding Company Shares. Prior to the payment of any consideration to shareholders of the Company pursuant to this Agreement that becomes payable after the Effective Time, Parent shall make available to the Exchange Agent the cash then payable as set forth in this Agreement.
Parent to Provide Consideration. Subject to the provisions of Section 6.3 hereof relating to escrow arrangements, promptly following the Effective Time but in any event no later than one Business Day after the Effective Time, Parent shall make available to (i) the Exchange and Paying Agent for exchange in accordance with this ARTICLE I the shares of Parent Common Stock issuable and the cash payable at the Effective Time to the Stockholders pursuant to Section 1.6(b) hereof in exchange for outstanding shares of Company Capital Stock and (ii) the Interim Surviving Corporation or the Final Surviving Entity the Option Merger Consideration payable at the Effective Time to the Optionholders pursuant to Section 1.6(c); provided, however, that Parent shall deposit into (A) the Escrow Fund the Cash Consideration that comprises the Escrow Amount out of Cash Consideration otherwise deliverable to the Escrow Participants pursuant to Section 1.6 hereof and (B) the Stockholder Representative Fund the Cash Consideration that comprises the Stockholder Representative Amount (as reduced by all applicable income and employment Tax withholdings) out of the Cash Consideration otherwise deliverable to the Escrow Participants pursuant to Section 1.6 hereof. The Pro Rata Portion of the consideration comprising the Escrow Amount shall be deemed to be contributed to the Escrow Fund and the Pro Rata Portion of the consideration comprising the Stockholder Representative Amount (as reduced by all applicable income and employment Tax withholdings) shall be deemed to be contributed to the Stockholder Representative Fund with respect to each such Escrow Participant.
Parent to Provide Consideration. Promptly following the Effective Time, Parent shall make available for exchange in accordance with this Article I that portion of the Merger Consideration issuable pursuant to Section 1.6 hereof in exchange for outstanding Company Securities, provided, however, that Parent shall deposit into the Escrow Fund the Escrow Shares out of the aggregate Merger Consideration otherwise issuable to the Principal Shareholders and the Principal Shareholder Affiliates pursuant to Section 1.6 hereof. Parent shall be deemed to have deposited each Principal Shareholder’s and each Principal Shareholder Affiliate’s Pro Rata Portion of the Escrow Shares into the Escrow Fund at such time, rounded to the nearest whole share.
Parent to Provide Consideration. At or prior to the Effective Time, Parent shall make available in the form of immediately available funds to (i) the Payments Administrator for exchange in accordance with this Section 1.14, the cash payable at the Effective Time to the stockholders pursuant to Section 1.10 hereof in exchange for outstanding shares of Company Stock (other than Restricted Stock), (ii) the Surviving Corporation, the Option Consideration payable at the Effective Time to the holder of any Company Option pursuant to Section 1.11(a) hereof and the cash payable at the effective time with respect to Restricted Stock (to pay each holder of Restricted Stock such payment on or before the first administratively practicable payroll date of the Surviving Corporation after the Effective Time, subject to the provisions in this Section 1.14), and (iii) the Company Warrantholders, the cash payable to them and the Parent Preferred Stock and the Parent Common Stock issuable to them at the Effective Time pursuant to Section 1.12.
Parent to Provide Consideration. At the Closing, Parent shall make, or cause the Paying Agent to make, the following payments, in each case in the respective amounts set forth in the Payment Schedule.
Parent to Provide Consideration. Subject to the provisions of Section 3.03(c)(iii), at the Closing, Parent shall make available to: (1) the Escrow and Payments Agent for exchange in accordance with this Section 3.06 the amount of cash in immediately available funds payable at the Effective Time to the Stockholders pursuant to Section 3.02 (provided, however, that Parent shall deposit into the Escrow Fund the portion of the Aggregate Cash Amount that comprises the Escrow Amount); (2) the Stockholders’ Representative Retention Account the Representative Amount pursuant to Section 3.03(c); and (3) the applicable Stockholders, through Parent’s transfer agent, the shares of Parent Common Stock payable at the Effective Time to such Stockholders pursuant to Section 3.02.
Parent to Provide Consideration. Subject to the provisions of Section 7.2(b) relating to escrow arrangements, promptly following the Effective Time, and on the Earnout Payment Date (if any), as applicable, Parent shall make available to the Exchange Agent for exchange in accordance with this ARTICLE I the consideration payable at such times pursuant to Section 1.6 hereof in exchange for outstanding shares of Company Capital Stock; provided, however, that, Parent shall deposit into the Escrow Fund (as defined in Section 7.3(a) hereof) the shares of Parent Common Stock that comprise the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise deliverable to the Stockholders pursuant to Section 1.6 hereof. The Escrow Pro Rata Portion of the Parent Common Stock comprising the Escrow Amount shall be deemed to be contributed to the Escrow Fund with respect to each Stockholder. Neither Parent nor the Exchange Agent shall have any liability whatsoever with respect to the distribution of such payments among the Stockholders/former Stockholders of the Company provided that such payments are in accordance with the Payment Schedule.
Parent to Provide Consideration. The Merger Consideration will be paid by Parent at Closing via wire transfer of immediately available funds as follows:
Parent to Provide Consideration. Subject to the provisions of SECTION 7.3 relating to escrow arrangements, at the Effective Time, on the Earnout Payment Date, Parent shall make available to the Exchange Agent for exchange in accordance with this ARTICLE I the consideration payable at each such time pursuant to SECTION 1.6; provided, however, that, at the Effective Time, Parent shall deposit into the Escrow Fund (as defined in SECTION 7.3(a) hereof) the shares of Parent Common Stock that comprise the Escrow Amount out of the aggregate number of unrestricted shares of Parent Common Stock otherwise deliverable to the Stockholders pursuant to SECTION 1.6 hereof. The Pro Rata Portion of the Parent Common Stock comprising the Escrow Amount shall be deemed to be contributed to the Escrow Fund with respect to each Stockholder.
