Certificates and Payment Clause Samples

Certificates and Payment. 24A.1 Preliminary Payment and First Payment

Certificates and Payment. 4.1 On or prior to the Business Day preceding the Arrangement Effective Time, the Company will deposit or cause to be deposited with the Exchange Agent, for the benefit of and to be held on behalf of the Company Preferred Shareholders and the SAFE Holders, certificates representing or evidence in book-entry form of, the Company Common Shares issuable to Company Preferred Shareholders and SAFE Holders, pursuant to Sections 3.1(e) and 3.1(f), respectively. 4.2 On or prior to the Business Day preceding the Arrangement Effective Time, SPAC will deposit or cause to be deposited with the Exchange Agent for the benefit of and to be held on behalf of the Company Shareholders pursuant to Section 3.1(j)(xiv), the SPAC Affected Securityholders entitled to receive SPAC Class A Common Shares and SPAC Replacement Warrants pursuant to Sections 3.1(h) and 3.1(i), and the SPAC Affected Securityholders entitled to receive SPAC Common Shares pursuant to Section 3.1(j)(xii), certificates representing, or evidence in book-entry form of, the Company Shareholder Allocation and the SPAC Consideration. 4.3 Following the deposit with the Exchange Agent of the certificates or other evidence specified in Sections 4.1, the Company will be fully and completely discharged from its obligation to issue Company Common Shares to Company Preferred Shareholders and to SAFE Holders pursuant to Section 3.1(e) and 3.1(f), respectively, and the rights of such holders will be limited to receiving, from the Exchange Agent, the Company Shareholder Allocation to which they are entitled in accordance with this Plan of Arrangement. 4.4 Following the deposit with the Exchange Agent of the certificates or other evidence specified in Section 4.2, SPAC will be fully and completely discharged from its obligation to pay: (a) the Company Shareholder Allocation to the Company Shareholders, and (b) the SPAC Consideration to the SPAC Affected Securityholders and the rights of such holders will be limited to receiving, from the Exchange Agent, the SPAC Common Shares to which they are entitled in accordance with this Plan of Arrangement. 4.5 Until such time as a Company Shareholder deposits with the Exchange Agent a duly completed Company Transmittal Letter, documents, certificates and instruments contemplated by the Company Transmittal Letter and such other documents and instruments as the Exchange Agent, the Amalgamated Company or SPAC reasonably require, the payment or delivery to which such Company Shareholder...

Certificates and Payment. Contractor to include Sub- Contractor’s payment application 26.1 The Sub-Contractor shall at such intervals agreed with the Contractor, submit complete details and particulars to the Contractor to consider and ascertain the amount to be included in the payment application under the Main Contract. Any failure by the Sub- Contractor to submit a payment application within the agreed time shall be deemed to be a waiver of his contractual entitlement for that interim payment. Sub- Contractor’s payment 26.2 The Sub-Contractor’s payment application shall, subject to any agreement between the parties as to stage payments, be the total value of work properly executed and include the percentage of the value of materials and goods stated in Appendix ‘C’. The materials and goods must be for incorporation into the permanent works and have been delivered to and properly stored at the Site and be protected against loss, damage or deterioration, and be in accordance with the Sub-Contract. The payment application shall only include the value of materials and goods which are reasonably, properly and not prematurely brought to the Site. Sub- Contractor’s payment and Contractor’s entitlement to set-off 26.3 When issuing any payment certificates under Clause 30.1 of the Main Contract Conditions, the Architect shall also indicate separately any amount due to the Sub- Contractor under the Sub-Contract. The payment by the Contractor to the Sub- Contractor shall be made within seven (7) Days after the Period of Honouring Certificates, less any Retention Fund which may be retained by the Contractor in accordance with the Main Contract Conditions, and less the amounts previously certified under the Sub-Contract Conditions. The Contractor shall be entitled to separately withhold and/or deduct from any payment due to the Sub-Contractor any set-off which the Contractor is expressly entitled to make under the Sub-Contract.

Certificates and Payment. 5.1 As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate or certificates (as applicable) which, immediately prior to the Effective Time, represented outstanding ESI Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, ESI Shareholders, represented by such surrendered certificate(s), shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the New ESI Shares which such holder has the right to receive under this Plan of Arrangement for such ESI Shares, or, if requested by such former holder in the applicable Letter of Transmittal, make available for pick up at its offices during normal business hours, share certificate(s) representing the New ESI Shares. 5.2 Upon the Arrangement becoming effective, from and including the Effective Date, share certificates previously representing Exploratus Shares that were exchanged in accordance with the provisions of this Plan of Arrangement will represent the New Exploratus Shares to be issued to Exploratus Shareholders under this Plan of Arrangement and, accordingly, no new certificates will be issued representing such New Exploratus Shares. 5.3 As soon as practicable following the Effective Date, Exploratus Shareholders shall be entitled to receive, and the Depositary shall deliver to such holder, certificates representing the New ESI Shares which such holder has the right to receive under this Plan of Arrangement for such Exploratus Shares, or, if requested by such former holder, make available for pick up at its offices during normal business hours, share certificate(s) representing the New ESI Shares. 5.4 Any of ESI, Exploratus or New ESI and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any ESI Shareholder or Exploratus Shareholder under this Plan of Arrangement such amounts as ESI, Exploratus or New ESI or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by ESI, Exploratus or New ESI or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been...

Certificates and Payment. Payment application and issuance of Architect’s certificate 30.1 The Contractor shall submit a payment application at the Interim Claim Interval stated in the Appendix with complete details and particulars as required by the Architect and Quantity Surveyor, to enable them to consider and ascertain the amount to be included in an Interim Certificate. Upon receipt of the Contractor's details and particulars, the Architect after having received the payment valuation from the Quantity Surveyor shall, within twenty one (21) Days from the date of receipt of the Contractor’s application, issue an Interim Certificate to the Employer with a copy to the Contractor, and the Employer shall thereafter pay the amount certified to the Contractor within the Period of Honouring Certificates. Any failure by the Contractor to submit a payment application shall be deemed to be a waiver of his contractual entitlement for that Interim Certificate, and the Architect may or may not issue an Interim Certificate under the circumstances. After the issuance of the Certificate of Practical Completion, Interim Certificates shall be issued as and when further amounts are ascertained by the Architect and Quantity Surveyor as payable to the Contractor by the Employer. 1. The materials and goods must be for incorporation into the permanent works and have been delivered to and properly stored at the Site and be protected against loss, damage or deterioration, and be in accordance with the Contract. The certificate shall only include the value of materials and goods which are reasonably, properly and not prematurely brought to the Site. Errors in payment certificate 30.3 Save for clerical, computational or typographical error or errors of a similar nature, the Architect shall not be entitled to revise or correct any payment certificate issued by him under the Contract. Provided always that the Architect may, by a later certificate, make correction or modification in respect of any valuation errors in any earlier certificate. 1. The Employer shall not be entitled to exercise any set-off unless the amount has been agreed by the Contractor or the adjudicator has issued his decision. The Employer shall only be entitled to set-off the amount or part of the amount not disputed by the Contractor. The Employer shall not be entitled to set-off the disputed amount until the adjudicator has issued his decision.

Certificates and Payment