Acknowledgment of Merger Consideration; Cash Election Sample Clauses

Acknowledgment of Merger Consideration; Cash Election. (a) Holder hereby acknowledges and agrees that (i) the allocation and calculation of the Merger Consideration, and (ii) the terms governing the funding and disbursement of the Escrow Units set forth in the Merger Agreement, are approved and binding on Holder in all respects for all purposes. To the extent that any agreement or understanding between 6th Wave and Holder providing for the treatment of Holder’s 6th Wave Securities in the Merger is inconsistent with the Merger Agreement, Holder hereby agrees and consents to the amendment of such other agreement and understanding to be consistent with the Merger Agreement in all respects. Holder acknowledges and agrees that the portion of the Merger Consideration payable to Holder in connection with the Merger pursuant to, and subject to the terms and conditions of, the Merger Agreement constitutes the sole consideration (if any) that will be owed to Holder in exchange for any 6th Wave Securities held by Holder. Without limiting the generality of the foregoing, Holder understands and agrees that all 6th Wave Options held by Holder that are not In-The-Money Options shall be cancelled at the Effective Time, without any payment therefor.
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Related to Acknowledgment of Merger Consideration; Cash Election

  • OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. Sl. No. Details Amount (Rs) 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) WITNESSES:

  • Special Considerations 1. The Provider position may be abolished at any time by the Collin County Commissioners Court.

  • Settlement Consideration 2. In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • THE SETTLEMENT CONSIDERATION 9. In consideration of the settlement of the Released Plaintiffs’ Claims against Defendants and the other Defendants’ Releasees, Defendants shall cause the Settlement Amount to be paid by its insurers into the Escrow Account by check or wire within twenty (20) business days of the later of: (a) the date of entry by the Court of an order preliminarily approving this Settlement; or (b) Defendants’ Counsel’s receipt from Lead Counsel of the information necessary to effectuate a transfer of funds to the Escrow Account, including wiring instructions that include the bank name and ABA routing number, account name and number, and a signed Form W-9 reflecting a valid taxpayer identification number for the qualified settlement fund in which the Settlement Amount is to be deposited.

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