Payment of Aggregate Merger Consideration. MergerCo shall have made ----------------------------------------- the payments required by Section 1.6.
Payment of Aggregate Merger Consideration. The Aggregate Merger Consideration shall be payable as set forth below:
Payment of Aggregate Merger Consideration. (i) Prior to the Effective Time, Buyer shall appoint a financial or other institution reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) with respect to the payment of the Closing Purchase Price to the holders of Company Common Stock upon surrender of their Certificates. On or before the Closing, the Buyer shall deposit with the Paying Agent, for the benefit of the Shareholders, for use in the payment of the Closing Purchase Price and the Purchase Price Adjustment Final Payments (such cash being hereinafter referred to as the “Exchange Fund”). Buyer shall instruct the Paying Agent to mail as soon as reasonably practicable, but not later than five (5) days after the Effective Time, to each holder of record of a Certificate (i) a letter of transmittal (which shall provide for the appointment and indemnification of the Shareholder Representative in accordance with Section 10.1, specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and containing an IRS Back-Up Withholding Form W-9 and shall be in such form and have such other provisions as the Buyer may reasonably specify and as approved by the Company (which approval shall not be unreasonably withheld)) (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Closing Purchase Price and the Purchase Price Adjustment Final Payment. Any portion of the Exchange Fund that remains undistributed to the holders of the Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Buyer, upon demand, and any holder of the Company Common Stock who has not theretofore complied with this Section 2.7(g) shall thereafter look only to the Buyer for payment.
Payment of Aggregate Merger Consideration. (a) The aggregate consideration to be paid by Parent in the Merger (the "Aggregate Merger Consideration") will consist of the following: ------------------------------
Payment of Aggregate Merger Consideration. Immediately prior to the Effective Time, the outstanding convertible promissory notes in the aggregate principal amount of $2,500,000 (the "Bridge Notes") shall be converted into shares of Series B-1 Preferred Stock of the Company in accordance with the provisions of the Bridge Notes and the Amended and Restated Certificate of Incorporation of the Company filed March 31, 2014, as amended by the Certificate of Amendment thereto, filed February 26, 2015 (as amended, the "Restated Certificate"). The Merger shall constitute a "Deemed Liquidation Event" as defined in ARTICLE IV, Section 2.3(b) of the Restated Certificate, and Aggregate Merger Consideration shall be distributed to the stockholders of the Company in accordance with the liquidation preferences set forth in Section 2.3(a) of the Restated Certificate. Each issued and outstanding Share (other than Dissenting Shares and assuming conversion of all outstanding Bridge Notes) shall be automatically converted into the right to receive the allocated portion of the Aggregate Merger Consideration in accordance with such liquidation preferences as set forth on Schedule 2.1(c). The Shares that are so converted into the right to receive any portion of the Aggregate Merger Consideration pursuant to this Section 2.1(c), are referred to herein as the "Merger Shares."
Payment of Aggregate Merger Consideration. At or immediately prior to the Effective Time, the Parent will, or will cause the Acquirer to, deliver, out of the Enterprise Value, an amount equal to (i) the amount of the Enterprise Value, less (ii) the amount of the Transaction Expenses, less (iii) the amount of the Indebtedness of the Company outstanding on the Closing Date (other than any Indebtedness incurred by the Company to pay the Aggregate Option Consideration), less (iv) the Escrow Amount, less (v) the Aggregate Option Consideration (such net amount, the "Aggregate Merger Consideration") to the Paying Agent, which amount shall be used by the Paying Agent to make payments as contemplated by the Exchange and Paying Agent Agreement to the Stockholders. At or immediately prior to the Effective Time, the Parent will, or will cause the Acquirer, out of the Enterprise Value, to deliver the Escrow Amount to the Escrow Agent for deposit in escrow in accordance with the terms of the Escrow Agreement. Upon receipt by the Paying Agent of the Aggregate Merger Consideration, and upon receipt by the Escrow Agent of the Escrow Amount, the Parent and the Acquirer shall not be liable to any party (including any Company Stockholder) for payment of any portion of the Aggregate Merger Consideration or the Escrow Amount.
Payment of Aggregate Merger Consideration. Buyer shall have deposited (a) the Payment Fund with the Paying Agent and (b) the Escrow Amount with the Escrow Agent.
Payment of Aggregate Merger Consideration. (i) At the Effective Time, each holder of Company Common Stock outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 2.7(f) and those shares as to which dissenters’ rights have been perfected under the VSCA), subject to (A) the delivery of a Shareholder Release Agreement, (B) surrender of his or her Certificate or other instrument representing his or her shares of Company Common Stock, and (C) to the terms of this Section 2.7, shall by virtue of the Merger be entitled to receive, and the Buyer shall pay or cause to be paid to or on behalf of such holder, an amount equal to his or her Pro Rata Interest of the Closing Purchase Price as set forth on the Certificate of Share Ownership to be delivered by the Company to Buyer at Closing.
Payment of Aggregate Merger Consideration
