Distribution of Merger Consideration. The Merger Consideration, when distributed in accordance with the terms of this Agreement, will have been distributed to the holders of Company Stock in accordance with the provisions of the Company's Certificate of Incorporation in effect immediately prior to the Effective Time and any other document or agreement among the Company and such holders related to the distribution of the Merger Consideration.
Distribution of Merger Consideration. (a) Promptly following the date hereof, the Company shall deliver, or cause to be delivered, a letter of transmittal, in substantially the form attached hereto as Exhibit F (the “Letter of Transmittal”), to each Equityholder. To the extent that no later than five (5) Business Days prior to the Closing Date, any Equityholder delivers a Letter of Transmittal, duly executed and completed in accordance with the instructions thereto (including duly executed and completed Tax forms, if applicable), to the Paying Agent, the Paying Agent will pay to such Equityholder at the Closing, following payment by Purchaser in accordance with Section 2.5(c), the portion of the Closing Payment actually payable to such Equityholder pursuant to Section 2.2 and Section 2.5 to the account designated in such Equityholder’s duly executed and completed Letter of Transmittal. The Letter of Transmittal shall, among other things, provide a full release by each Equityholder of any claims against Purchaser, its Affiliates and either of the Target Companies in accordance with the terms set forth in the Letter of Transmittal.
Distribution of Merger Consideration. The distribution of shares of Surviving Company capital stock to any holder of capital stock of the Company in connection with the Merger.
Distribution of Merger Consideration. 5 1.8 Effect on Company Capital Stock . . . . . . . . . . . . . . . . 9 1.9
Distribution of Merger Consideration. ( a) Pursuant to the Paying Agent Agreement, Purchaser will cause Paying Agent to, as soon as practicable following Paying Agent’s receipt after the Effective Time of a duly completed and validly executed letter of transmittal in substantially the form attached hereto as Exhibit G (each, a “Transmittal Letter”) from a holder of No-Withholding Options or a Stockholder and, in the case of a Stockholder, certificate(s) representing the Shares held by such Stockholder outstanding immediately before the Effective Time (or, in the event that any such certificate(s) have been lost, stolen or destroyed, an affidavit of that fact by such Stockholder accompanied by an indemnity in form and substance reasonably acceptable to Purchaser (each, a “Lost Certificate Affidavit”)), deliver to such Equityholder (i) in the event such Equityholder is a Stockholder, an amount equal to the Initial Merger Consideration Percentage multiplied by an amount equal to the (A) Merger Consideration Per Share multiplied by (B) the number of Common Shares (including the number of Common Shares into which any Series A Shares are convertible) held by such Stockholder outstanding immediately before the Effective Time and (ii) in the event such Equityholder is a holder of No-Withholding Options, an amount equal to the Initial Merger Consideration Percentage multiplied by an amount equal to (A) the Option Merger Consideration Per Share multiplied by (B) the number of Common Shares for which his, her or its vested No-Withholding Option was exercisable immediately prior to the Effective Time, in each case, as directed by the Allocation Schedule. Notwithstanding the forgoing, if an Equityholder properly delivers such duly completed and properly executed Transmittal Letter and, in the case of a Stockholder, certificate(s) and/or Lost Certificate Affidavit, at least three (3) days prior to the Closing Date, the Purchaser will direct Paying Agent to deliver to such Equityholder the amounts due pursuant to this Section 2.6(a) on the Closing Date. For the avoidance of doubt, each Equityholder is also entitled to receive its Pro Rata Share of (x) any Remaining Escrow Amount or Equityholder Adjustment Amount, as applicable, and (y) the Representative Expense Fund payable in accordance with and in the manner set forth in Sections 2.7 and 2.11, subject to the limitations and conditions in Sections 2.7, and 2.11, and any other rights expressly provided in this Agreement.
Distribution of Merger Consideration. The Merger Consideration, when distributed by the Exchange Agent pursuant to Section IV.E below, shall be distributed as follows:
Distribution of Merger Consideration. The Merger Consideration, when distributed in accordance with Sections 1.7 and 1.8, shall be distributed to the holders of Company Capital Stock in accordance with the provisions of the Company's Articles of Incorporation in effect immediately prior to the Effective Time and any other document or agreement among the Company and such holders related to the distribution of the Merger Consideration. No holder of Company Capital Stock shall have any claims against Parent in connection with the distribution of the Merger Consideration pursuant to Sections 1.7 and 1.8 (other than for the failure to distribute the Merger Consideration to the Exchange Agent in accordance with the information contained in the Agent Certificates). For purposes of this Section 2.25, the holders of the Company Capital Stock shall include each holder of an Assumed Option and each holder of an Assumed Warrant that timely and properly exercises the Assumed Option or the Assumed Warrant after the Closing.
Distribution of Merger Consideration. The distribution of Merger Consideration set forth on the Allocation Certificate is in accordance with the Company Certificate of Incorporation.
Distribution of Merger Consideration. The Merger Consideration will be distributed as set forth on Schedule 2 attached hereto.
Distribution of Merger Consideration. (a) Except as otherwise set forth in this Agreement, Parent shall deliver the Total Merger Consideration to the Company Stockholder Representative in accordance with Section 1.9, and the Company Stockholder Representative shall be solely responsible for distributing the Total Merger Consideration to the holders of Company Stock in accordance with this Article 1.
