![]() ![]() Upon the Closing, Purchaser shall, subject to adjustment pursuant to Section 3, (1) pay, in accordance with the allocations and amounts provided in the Final Merger Consideration Spreadsheet (I) the Consideration Per Series E Share, (II) the Closing Consideration Per Series D Share, (III) the Consideration Per Junior Preferred Share and (IV) the Consideration Per Common Share, asĪpplicable, (collectively for each Company Stockholder, the " Closing Consideration"), to each Company Stockholder from whom Purchaser has received, prior to the Closing, a completed and signed Letter of Transmittal, in the form attached hereto as Exhibit B (the " Letter of Transmittal"), and a counterpart signature page to the Consent, Release and Stockholders’ Representative Agreement attached hereto as Exhibit C (the " Stockholders’ Representative Agreement"), together with the stock certificates (or a duly completed and signed affidavit of lost certificate in lieu thereof) representing such Company Stockholder’s shares of Company Capital Stock (collectively, the " Required Stockholder Materials"), (2) provide to the Escrow Agent the Escrow Amount, which shall represent the aggregate Escrow Amount Per Series D Share to be contributed by the Series D Preferred Stockholders into escrow in the allocations and amounts provided in the Final Merger Consideration Spreadsheet and (3) provide to the Stockholders’ Representative the Expense Fund Amount, which shall represent the aggregate Expense Fund Amount Per Share to be contributed by each of the Company Preferred Stockholders into an expense fund to be used as specified in the Stockholders’ Representative Agreement. Purchaser and the Company shall jointly prepare a spreadsheet (the " Final Merger Consideration Spreadsheet") setting forth (i) the definitive allocation of (A) the aggregate Consideration Per Series E Share, (B) the aggregate Closing Consideration Per Series D Share, (C) the aggregate Consideration Per Junior Preferred Share and (D) the aggregate Consideration Per Common Share, as applicable, to be paid to each Company Stockholder for its shares of Company Capital Stock in the Merger, (ii) the definitive allocation of the aggregate Escrow Amount Per Series D Share, as applicable, of each Series D Preferred Stockholder and (iii) the definitive allocation of the aggregate Expense Fund Amount Per Share, as applicable, of each Company Preferred Stockholder, in each case, as determined in accordance with the foregoing provisions of Section 2(b). (c) Final Merger Consideration Spreadsheet and Closing Payments.
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