Cancellation and Payment Sample Clauses

Cancellation and Payment. Upon the occurrence of an event described in the second clause of the definition of “Fundamental Change” in the Warrant Agreement (as described in the second bullet point of the definition of “Fundamental Change” in the Offering Memorandum under “Description of the Notes—Repurchase at the Option of Noteholders Upon a Fundamental Change”) that also constitutes a Merger Event, Counterparty may elect for Cancellation and Payment (Calculation Agent Determination) to apply to all or any part of the Options as of the Merger Date. Notwithstanding anything to the contrary in this Confirmation or Section 12.7(b) of the Equity Definitions, in determining any amount payable in respect of a Cancellation and Payment, the value of this Transaction shall be determined based on the volatility, expected dividend yield and stock loan rate of the Shares assuming that no Fundamental Change had occurred or been announced. If any amount is payable by Bank to Counterparty in connection with such a Cancellation and Payment, Counterparty may elect for such payment to be satisfied by the delivery one Settlement Cycle following the 30th Trading Day referred to in clause (ii) below of a number of Shares equal to (i) the amount payable in connection with the Cancellation and Payment divided by (ii) the sum of the VWAP Prices for the Shares (or, if applicable, the value of the “Units of Reference Property” (as defined in and determined in accordance with the sections of the Warrant Agreement containing the provisions described in the Offering Memorandum under “Description of the Warrants—Recapitalizations, Reclassifications and Changes to IPG Common Stock”) on each of the 30 Trading Days following the date of such Cancellation and Payment divided by 30.
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Cancellation and Payment a. Option Holder hereby surrenders, cancels, and foregoes all rights under the Equity Agreement(s) in consideration of the Company’s payment to Option Holder hereunder for vested stock options to purchase 42,361 shares of the Company’s common stock for a total compensation of $24,145.83 (the “Settlement Payment”). All other non-vested awards are cancelled.
Sample 1
Cancellation and Payment. Click here and type NAME OF ORGANISATION must be notified of all cancellations within Click here and type NUMBER OF HOURS hours. Charges will be liable if the required notice is not given.
Sample 1
Cancellation and Payment. Effective as of the Distribution Time, each Quanex Stock Option shall become 100% vested. Each Quanex Stock Option that is outstanding immediately prior to the Distribution Time shall be cashed out and then cancelled as provided for in the Merger Agreement.
Sample 1
Cancellation and Payment. Notwithstanding anything in the Definitions to the contrary, if Cancellation and Payment is applicable, then the Transactions subject to this Master Confirmation will be cancelled and Company will pay Citibank an amount determined as provided below, such payment to be made not later than three Currency Business Days following the determination by the Calculation Agent of such amount (denominated in the currency for settlement of the relevant Transaction as determined by the Calculation Agent). The amount to be paid by Company to Citibank will be the amount agreed promptly by the parties after the end of the negotiation period referred to in "Negotiated Resolution" above (in the case of Merger Events other than a Share-for-Other Merger Event), the Merger Date (in the case of a Share-for-Other Merger Event) or the date Citibank elects Cancellation and Payment as the result of the occurrence of a Nationalization, Insolvency or De-Listing Event, as the case may be, failing which it will be determined by the Calculation Agent based on an amount representing the Calculation Agent's determination of the fair value to Citibank of a comparable security with terms (including but not limited to imbedded options) that would preserve for Citibank the economic equivalent of any payment or delivery (assuming satisfaction of each applicable condition precedent) by the parties in respect of the relevant Transaction that would have been required after that date but for the occurrence of the Merger Event, Nationalization, Insolvency or De-Listing Event, as the case may be. The Calculation Agent shall provide Company with a schedule or other reasonably detailed explanation of the basis for and determination of such amount. Nationalization, Insolvency or De-Listing: Cancellation and Payment as described above shall apply, at the election of Citibank at any time after the relevant Announcement Date.
Sample 1
Cancellation and Payment. Notwithstanding Section 12.6(c)(ii) of the 2002 Definitions, Cancellation and Payment shall mean that the Transaction shall be cancelled as of the Announcement Date, provided that Counterparty may, by notice to CS on the first Business Day after the Announcement Date, elect to deliver, in lieu of paying the Cancellation Amount, a number of Shares equal to the Number of Shares on the second Business Day after the Announcement Date. Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable
Sample 1
Cancellation and Payment a. Employee hereby surrenders, cancels, and foregoes all rights under the Equity Agreement(s) in consideration of Company’s payment to Employee hereunder for vested stock options to purchase 88,333 shares of the Company’s common stock for a total compensation of $28,883.33 (the “Settlement Payment”). All other non-vested awards are cancelled.
Sample 1
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Cancellation and Payment. The following provision replaces Section 9.3(b)(ii):
Sample 1

Related to Cancellation and Payment

  • Termination and Payment Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

  • Collection and Payment The Trustees shall have full power and authority to collect all property due to the Trust; to pay all claims, including taxes, against the Trust or Trust Property; to prosecute, defend, compromise, settle or abandon any claims relating to the Trust or Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Compensation and Payment 3.1 Contractor’s fees shall be calculated at the rates set forth in the attached Exhibit

  • Exchange and Payment (a) Prior to the Effective Time, Parent shall appoint an exchange agent to be mutually agreed by the Parties (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate per share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) the Payment Fund shall not be invested in any instruments other than direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the government of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Financial Services LLC, respectively, in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock.

  • Calculation and Payment No later than the second Business Day following the receipt by Purchasers of the Monthly Servicing Oversight Report for a calendar month, Holdings will remit to Seller in immediately available funds the Seller Monthly Servicing Fee and Performance Fees payable by Holdings to Seller for the related calendar month, along with a report showing in reasonable detail the calculation of such Seller Monthly Servicing Fees and Performance Fees.

  • Determination and Payment Subject to the foregoing, promptly after receipt of a statement requesting payment with respect to the indemnification rights set forth in Section 1, to the extent required by applicable law, the Company shall take the steps necessary to authorize such payment in the manner set forth in Section 145 of the Delaware General Corporation Law. The Company shall pay any claims made under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification or advancement of Expenses, within thirty (30) days after a written request for payment thereof has first been received by the Company, and if such claim is not paid in full within such thirty (30) day-period, Indemnitee may, but need not, at any time thereafter bring an action against the Company in the Delaware Court of Chancery to recover the unpaid amount of the claim and, subject to Section 12, Indemnitee shall also be entitled to be paid for all Expenses actually and reasonably incurred by Indemnitee in connection with bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for advancement of Expenses under Section 2(a)) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption with clear and convincing evidence to the contrary. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, in the case of a criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. In addition, it is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. If any requested determination with respect to entitlement to indemnification hereunder has not been made within ninety (90) days after the final disposition of the Proceeding, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have been made.

  • Calculation and Payment of Fees All fees shall be calculated on the basis of the actual number of days elapsed in a 360-day year. All fees shall be payable in addition to, and not in lieu of, interest, compensation, expense reimbursements, indemnification and other Obligations. Fees shall be payable to the Administrative Agent at its office in New York, New York in immediately available funds. All fees shall be fully earned and nonrefundable when paid. All fees due to any Arranger or any other Lender, including, without limitation, those referred to in this Section 5.3, shall bear interest, if not paid when due, at the interest rate specified in Section 5.1(d) and shall constitute Obligations.

  • Fees and Payment 2.1 All fees payable are due within 30 days from the invoice date. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value- added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered, except for taxes based on our income. Fees for Services listed in an order are exclusive of taxes and expenses.

  • Computation and Payment Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

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