Payment for Services The Project Management fee will be rendered and payable on the effective date of the transaction. An invoice for any expense and per item fees realized will be rendered and payable on a monthly basis, except for postage expenses in excess of $5,000. Funds for such mailing expenses must be received one (1) business day prior to the scheduled mailing date, provided, however, that Agent shall provide five (5) business days’ notice of any such amount to be paid.
Payment for Stock Payment for shares purchased upon the exercise of this INCENTIVE STOCK OPTION in whole or in part shall be made in cash, except that if authorized by the Human Resources Committee in writing, the exercise price may also be paid by (i) the delivery of shares of Company Common Stock with a fair market value equal to the exercise price or (ii) a combination of cash and Company Common Stock equal to the exercise price. Notification of the amount due and prior to, or concurrently with, the delivery of the Employee of a certificate representing any shares purchased pursuant to the exercise of this INCENTIVE STOCK OPTION, the Employee shall promptly pay to the Company any amount necessary to satisfy applicable federal, state or local tax requirements. Further, upon disposition of shares of Common Stock acquired pursuant to the exercise of this INCENTIVE STOCK OPTION, the Company shall require the payment of the amount of taxes, if any, which are required by law to be withheld or otherwise paid with regard to such disposition.
Payment for Securities Sold, etc In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.
Payment for Securities Sold In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.
Payment for Securities (a) Payment for the Securities in the amount of the Subscription Amount (less any amounts that the Subscriber elects to net against such amount pursuant to the terms of the Side Letter, dated as of the date of the Closing, between the Company, the Subscriber and the other parties thereto) shall be received by the Company from the Subscriber by wire transfer of immediately available funds to the account below prior to the Closing (such account, the “Company Account”). Such payment shall be received into the Company Account no later than December 22, 2011, or such other date thereafter as the Company may designate in writing. Wire Instructions: Bank: HSBC Bank USA 000 0xx Xxxxxx Xxx Xxxx, XX 00000 X.X.X. Swift Address: MRMD US33 Further Credit: HSBC Bank Bermuda Limited Head Office, Front Street Xxxxxxxx XX 11 Bermuda SWIFT: BBDA BMHM Final Credit: Third Point Reinsurance Ltd. Account No.: 000-000000-000 USD
No Adjustment for Small Amounts Anything in this Section to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments, determined as above provided, shall have required a change of the Exercise Price by at least one cent, but when the cumulative net effect of more than one adjustment so determined shall be to change the actual Exercise Price by at least one cent, such change in the Exercise Price shall thereupon be given effect.
Payment for Awards To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients.
Reimbursement for Advances If the Fund requires the Custodian to advance cash or securities for any purpose for the benefit of a Portfolio including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio's assets to the extent necessary to obtain reimbursement.
Payment for Shares Prior to the Effective Time, the Purchaser shall designate a commercial bank or trust company organized under the laws of the United States or any state of the United States with capital, surplus and undivided profits of at least $100,000,000 to act as Paying Agent with respect to the Merger (the "Paying Agent"). Each holder (other than Parent, the Purchaser or any subsidiary of Parent) of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares will be entitled to receive, upon surrender to the Paying Agent of the Certificates for cancellation, cash in an amount equal to the product of the number of Shares previously represented by the Certificates multiplied by the Merger Consideration, subject to any required withholding of taxes. When and as needed, the Purchaser shall make available to the Paying Agent sufficient funds to make all payments pursuant to the preceding sentence. No interest shall accrue or be paid on the cash payable upon the surrender of the Certificates. If payment is to be made to a person other than the person in whose name the Certificates surrendered are registered, it shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting the payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificates surrendered or establish to the satisfaction of the Surviving Corporation that the tax has been paid or is not applicable. Following the Effective Time, until surrendered to the Paying Agent in accordance with the provisions of this Section 2.6, each Certificate (other than Certificates representing Dissenting Shares and Shares owned by Parent or any subsidiary of Parent) shall represent for all purposes only the right to receive upon surrender the Merger Consideration multiplied by the number of Shares evidenced by the Certificate, without any interest, subject to any required withholding of taxes. Any funds delivered or made available to the Paying Agent pursuant to this Section 2.6 and not exchanged for Certificates within 12 months after the Effective Time will be returned by the Paying Agent to the Surviving Corporation, which thereafter will act as Paying Agent, subject to the rights of holders of unsurrendered Certificates under this Article 2, and any former shareholders of the Company who have not previously exchanged their Certificates will thereafter be entitled to look only to the Surviving Corporation for payment of their claims for the consideration set forth in Section 2.1.3(a), without any interest, but will have no greater rights against the Surviving Corporation than may be accorded to general creditors thereof under applicable law. As soon as practicable after the Effective Time, the Surviving Corporation will cause the Paying Agent to mail to each record holder of Certificates a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title of the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment.
Agreement Not a Contract for Services Neither the Plan, the granting of the Restricted Shares, this Restricted Share Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.
