Payment of the Merger Consideration. The Merger Consideration shall be paid as follows:
Payment of the Merger Consideration. The Parent shall not take any action that would, or fail to take any action which failure would, or could reasonably be expected to, impair the Parent's ability to have available sufficient funds to pay the Merger Consideration and the Option Consideration pursuant to this Agreement and otherwise to satisfy its obligations hereunder.
Payment of the Merger Consideration. Upon surrender of a certificate representing Lebenthal Common Stock (a "Lebenthal Certificate") for cancellation to MONY, together with such other documents as MONY shall reasonably request, the holder of such Lebenthal Certificate shall be entitled to promptly receive in exchange therefor (a) a check or a wire transfer to an account designated by such holder in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article 2, and (b) a certificate representing that number of shares of MONY Common Stock, if any, which such holder has the right to receive pursuant to this Article 2 and the Lebenthal Certificate so surrendered shall forthwith be canceled. If any certificate representing Lebenthal Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, MONY will pay, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the shares represented by such certificate.
Payment of the Merger Consideration. (a) Payments by Parent and Operator.
Payment of the Merger Consideration. The rights of the holders of the Series A Convertible Preferred Shares to receive the merger consideration described in this Section 7 are senior in right of payment to the rights of the holders of Common Shares or of any other class or series of preferred stock, and as such, neither the Company nor any transactional counterparty of the Company may pay any consideration in respect of Common Shares or any other class or series of preferred stock unless and until the holders of the Series A Convertible Preferred Shares have received their merger consideration in full.
Payment of the Merger Consideration. The aggregate Merger Consideration shall be payable as follows:
Payment of the Merger Consideration. (a) At or prior to the Effective Time, Parent shall (i) deposit with the Paying Agent (A) the aggregate Per Share Closing Consideration payable with respect to shares of Common Stock outstanding immediately prior to the Effective Time, (B) the aggregate cash payment payable with respect to all shares of Class B Series 2 Preferred Stock outstanding immediately prior to the Effective Time in accordance with Section 3.1(b)(i), (C) the aggregate Class B Series 3 Preferred Stock Merger Consideration and (D) the aggregate Exchangeable Preferred Stock Merger Consideration, in each case, payable with respect to Shares to be converted pursuant to Section 3.1 and (ii) deposit the Deferred Payment Retention with the Escrow Agent pursuant to an escrow agreement between the Parent, the Stockholder Representative and the Escrow Agent, such agreement to be in a form and substance reasonably acceptable to the Parent and the Company (the "Retention Escrow Agreement"). All fees and expenses of the Escrow Agent under the Retention Escrow Agreement shall be deducted from the Deferred Payment Retention.
Payment of the Merger Consideration. (a) At Closing, Parent shall:
Payment of the Merger Consideration. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of the Company Unitholders, evidence of book-entry shares representing a number of whole shares of New Parent Class A Common Stock and New Parent Class B Common Stock constituting the Net Merger Consideration deliverable to the Company Unitholders pursuant to this Article II. Any such shares of New Parent Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Agent Fund.” The Exchange Agent Fund shall be subject to the terms of this Agreement and the Exchange Agent Agreement. Subject to Section 2.3, at the Closing, Parent shall cause to be issued or paid from the Exchange Agent Fund to each Company Unitholder in accordance with this Article II immediately prior to the Effective Time, evidence of book-entry shares representing the number of shares of the applicable portion of the Net Merger Consideration. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Parent be required to issue more than the Aggregate Merger Consideration as calculated in accordance with Section 2.1 and, if applicable, the Earnout Stock as calculated in accordance with Section 2.4. No interest shall be paid or accrued upon the transfer of any Equity Interests. Promptly following the date that is one hundred eighty (180) days after the Effective Time, Parent shall instruct the Exchange Agent to deliver to Parent all documents in its possession relating to the Transactions, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Net Merger Consideration that remains unclaimed shall be returned to Parent, and any Person that was a holder of Company Common Units as of immediately prior to the Effective Time that has not exchanged such Company Common Units for an applicable portion of the Net Merger Consideration in accordance with this Section 2.2 prior to the date that is one hundred eighty (180) days after the Effective Time, may transfer such Company Common Units to Parent and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Parent shall promptly deliver, such applicable portion of the Net Merger Consideration without any interest thereupon. No Parent Party, the Company, the Surviving Company or the Exchange Agent shall be liable to any Person in respect of any of the Net Merger Considerati...
Payment of the Merger Consideration. ADSX shall pay Holders, pro rata based on the number of Shares owned, the Initial Consideration and any earned Earn Out Payments either, in ADSX’s sole discretion, in cash or in shares of ADSX Common Stock or VeriChip Common Stock, or any combination thereof; provided, however, that the cumulative portion that has been made in ADSX Common Stock of the cumulative payments of Merger Consideration (the payments that have been made previously and the current payment that is being made) satisfies the continuity-of-interest requirement under Treas. Reg. § 1.368-1(e) to permit the Merger to qualify under Section 368(a)(1)(A) and 368(a)(2)(D) of the Code. The shares of either ADSX Common Stock or VeriChip Common Stock, as applicable, shall be referred to as the “Stock.” Before any Merger Consideration can be paid with VeriChip Common Stock, VeriChip Corporation must become a party to this Agreement and agree to be bound by the registration obligations under Article IV and make the representations and warranties to the Holders similar to those representations and warranties contained in Article VI.
