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. At the Closing, Buyer shall (1) remit to an account specified by the Company the aggregate amount of the Option Payments, if any, which the Company shall disburse through its payroll system to each In-the-Money Option Holder entitled to receive an Option Payment (including, for the avoidance of doubt, all such Options that vest in connection with the consummation of the transactions contemplated by this Agreement), subject to applicable withholding Tax and such Option Holder executing and returning an Option Holder Acknowledgment in the form attached hereto as Exhibit E (each, an “Option Holder Acknowledgment”), and (2) remit to the Stockholders’ Representative, by wire transfer of immediately available funds, an aggregate amount in cash (the “Closing Date Payment Amount”) equal to (x) the Estimated Merger Consideration Amount; minus (y) the aggregate amount of the Option Payments, if any, minus (z) the Adjustment Escrow Amount and the Indemnity Escrow Amount. To the extent that a Stockholder (other than a holder of Dissenting Shares) delivers a duly executed Letter of Transmittal in accordance with Section 2.6(c), the Stockholders’ Representative or its designee shall distribute the Closing Date Payment Amount by paying each such Stockholder the Per Share Amount with respect to its shares of the Company Stock.
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. 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. The aggregate Merger Consideration shall be payable as follows:
Payment of the Merger Consideration. (a) Payments by Parent and Operator.
Payment of the Merger Consideration. At Closing, Parent shall:
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. Omega shall deposit with the Exchange Agent sufficient certificates representing Omega Common Stock and sufficient cash to enable the Exchange Agent to distribute the Aggregate Consideration as determined pursuant to this Agreement. Within three business days after the Effective Time, the Exchange Agent shall distribute, to all Sun Shareholders who have properly submitted Election Forms together with their share certificates or proper proofs with respect to lost certificates, the Cash Merger Consideration and the Stock Merger Consideration to which each such Sun Shareholder is entitled. Within five business days after receiving properly completed Shareholder Materials, as set forth in Section 2.5(b), from any Sun Shareholder who made a Non-Election, the Exchange Agent shall likewise distribute to such Sun Shareholder the Cash Merger Consideration or Stock Merger Consideration, or a combination of both, which such Sun Shareholder is entitled to receive pursuant to this Agreement.
