Demand for Payment of Fair Value Sample Clauses

Demand for Payment of Fair Value. A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing, (a) the shareholder's name and address; (b) the number and class of shares in respect of which the shareholder dissents; and (c) a demand for payment of the fair value of such shares.
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Demand for Payment of Fair Value. (a) If a Dissenting Holder has elected to demand payment of the fair value for his or her Debentures pursuant to Section 14.4(a)(ii)(B), the Offeror may, within 21 days after it has paid the cash or transferred the other consideration in accordance with Section 14.5, apply to a court to fix the fair value of the Debentures of that Dissenting Holder. (b) If an Offeror fails to apply to a court under Section 14.8(a), a Dissenting Holder may apply to a court for the same purpose within a further period of 21 days. (c) Where no application is made to a court under Section 14.8(b) within the period set out in that Section, a Dissenting Holder is deemed to have elected to transfer his or her Debentures to the Offeror on the same terms on which the Offeror acquired Debentures from Holders who accepted the Offer. (d) An application under Section 14.8(a) or 14.8(b), shall be made to a court having jurisdiction in the Province of Québec. (e) A Dissenting Holder is not required to give security for costs in an application made under Section 14.8(a) or 14.8(b). (f) On an application under Section 14.8(a) or 14.8(b): (i) all Dissenting Holders that have elected pursuant to Section 14.4(a)(ii)(B) and whose Debentures have not been acquired by the Offeror shall be joined as parties and are bound by the decision of the court; and (ii) the Offeror, in the case of Section 14.8(a), or the applicant Dissenting Holder, in the case of Section 14.8(b), shall notify each affected Dissenting Holder of the date, place and consequences of the application and of their right to appear and be heard in person or by legal counsel. (g) On an application to a court under Section 14.8(a) or 14.8(b), the court may determine whether any other Person is a Dissenting Holder who should be joined as a party, and the court shall then fix a fair value for the Debentures held by the Dissenting Holders. (h) A court may in its discretion appoint one or more appraisers to assist the court in fixing a fair value for the Debentures held by Dissenting Holders. (i) The final order of the court shall be made against the Offeror in favour of each Dissenting Holder in the amount for the Debentures as fixed by the court. (j) In connection with proceedings under this Section 14.8, a court may make any order it thinks fit and, without limiting the generality of the foregoing, it may: (i) fix the amount of money or other consideration that is required to be held in trust under Section 14.6; (ii) order that money ...
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Demand for Payment of Fair Value. A Dissenting Shareholder who receives a Notice to Proceed is bound to sell its IMA Common Shares to IMA and must send to IMA within one month after the date of the Notice to Proceed: (a) a written statement that the Dissenting Shareholder requires IMA to purchases all of the Notice Shares; (b) the certificates representing the Notice Shares, and (c) if dissent is being exercised by the Shareholder on behalf of a beneficial owner who is not the Dissenting Shareholder, a written statement signed by the beneficial owner setting out whether the beneficial owner is the beneficial owner of other shares of IMA and if so, setting out: (i) the names of the registered owners of those other shares, (ii) the number of those other shares that are held by each of those registered owners, and (iii) that dissent is being exercised in respect of all of those other shares, whereupon IMA is bound to purchase them in accordance with the Notice of Dissent.
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Demand for Payment of Fair Value. An Africo Dissenting Shareholder who receives a Notice to Proceed is bound to sell its Africo Common Shares to Africo and must send to Africo within one month after the date of the Notice to Proceed: (a) a written statement that the Africo Dissenting Shareholder requires Africo to purchase all of the Notice Shares; (b) the certificates representing the Notice Shares, and (c) if dissent is being exercised by the Africo Shareholder on behalf of a beneficial owner who is not the Africo Dissenting Shareholder, a written statement signed by the beneficial owner setting out whether the beneficial owner is the beneficial owner of other shares of Africo and if so, setting out: (i) (i)the names of the registered owners of those other shares, (ii) (ii)the number of those other shares that are held by each of those registered owners, and (iii) (iii)that dissent is being exercised in respect of all of those other shares, whereupon Africo is bound to purchase them in accordance with the Notice of Dissent.
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Demand for Payment of Fair Value. (a) If a Dissenting Debentureholder has elected to demand payment of the fair value for his or her Debentures pursuant to Section 11.4(a)(ii)(B), the Debenture Offeror may, within 20 calendar days after it has paid the cash or transferred the other consideration to the Trustee under Section 11.6, apply to a court to fix the fair value of the Debentures of that Dissenting Debentureholder. (b) If a Debenture Offeror fails to apply to a court under Section 11.9(a), a Dissenting Debentureholder may apply to a court for the same purpose within a further period of 20 calendar days. (c) Where no application is made to a court under Section 11.9(b) within the period set out in that Section, a Dissenting Debentureholder is deemed to have elected to transfer his or her Debentures to the Debenture Offeror on the same terms on which the Debenture Offeror acquired Subject Debentures of the applicable series from Debentureholders who accepted the Debenture Offer. (d) An application under Section 11.9(a) or 11.9(b) shall be made to a court having jurisdiction in the Province of Ontario. (e) A Dissenting Debentureholder is not required to give security for costs in an application made under Section 11.9(a) or 11.9(b). (f) On an application under Section 11.9(a) or 11.9(b): (i) all Dissenting Debentureholders that have elected pursuant to Section 11.4(a)(ii)(B) whose Debentures have not been acquired by the Debenture Offeror shall be joined as parties and are bound by the decision of the court; and (ii) the Debenture Offeror shall notify each affected Dissenting Debentureholder of the date, place and consequences of the application and of their right to appear and be heard in person or by legal counsel. (g) On an application to a court under Section 11.9(a) or 11.9(b) the court may determine whether any other Person is a Dissenting Debentureholder who should be joined as a party, and the court shall then fix a fair value for each series of Debentures held by the Dissenting Debentureholders. (h) A court may in its discretion appoint one or more appraisers to assist the court in fixing a fair value for each series of Debentures of a Dissenting Debentureholder. (i) The final order of the court shall be made against the Debenture Offeror in favour of each Dissenting Debentureholder in the amount for each series of Debentures as fixed by the court. (j) In connection with proceedings under this Section 11.9, a court may make any order it thinks fit and, without limiting the gene...
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Related to Demand for Payment of Fair Value

  • Demand for Payment If an Event of Default shall occur and be continuing, then, upon written demand of Mortgagee, Mortgagor will pay to Mortgagee all amounts due hereunder and under the Credit Agreement and the Guarantee and Collateral Agreement and such further amount as shall be sufficient to cover the costs and expenses of collection, including attorneys’ fees, disbursements and expenses incurred by Mortgagee, and Mortgagee shall be entitled and empowered to institute an action or proceedings at law or in equity for the collection of the sums so due and unpaid, to prosecute any such action or proceedings to judgment or final decree, to enforce any such judgment or final decree against Mortgagor and to collect, in any manner provided by law, all moneys adjudged or decreed to be payable.

  • Time for Payment Interconnection Customer must provide the additional Security, in a form and with terms as required by Section 212.4, within 15 days after its receipt of Transmission Provider’s notice under this section. The requirement for additional Security under this section shall be treated as a milestone included in the Interconnection Service Agreement pursuant to Section 212.5.

  • Release for Payment Upon receipt by the Collateral Custodian of the Servicer’s request for release of documents and receipt in the form annexed hereto as Exhibit M (which certification shall include a statement to the effect that all amounts received in connection with such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the Collateral Custodian shall promptly release the related Required Loan Documents to the Servicer.

  • Basis for Payment DFPS is not obligated to pay unauthorized costs or to pay more than Grantee’s allowable and incurred costs consistent with 45 CFR 75, Subpart E. Grantee is responsible for submitting invoices in an accurate and timely manner for each service period and for notifying DFPS of a need to expedite payment. DFPS will make reasonable efforts to process all bills received in an accurate and timely manner but does not warrant immediate payment.

  • Application for Payment The form acceptable to Owner that is to be used by the Contractor during the course of the Work in requesting payment from the Owner and that is to be accompanied by such supporting documentation as is required by the Contract Documents.

  • Procedure for Payment of Indemnifiable Amounts Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within twenty (20) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

  • Liability for Payment in Advance of Receipt of Securities Purchased In any and every case where payment for the purchase of Securities for the Fund is made by the Custodian in advance of receipt of the Securities purchased and in the absence of specified Written Instructions to so pay in advance, the Custodian shall be liable to the Fund for such payment.

  • Procedure for Payment Whenever a payment for fractional Rights, Preferred Shares or Common Shares is to be made by the Rights Agent pursuant to this Agreement, the Company will (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments; and (ii) provide sufficient monies to the Rights Agent to make such payments. The Rights Agent will be fully protected in relying upon such certificate and will have no duty with respect thereto, and will not be deemed to have knowledge of any payment for fractional Rights, Preferred Shares or Common Shares pursuant to this Agreement unless and until the Rights Agent has received such certificate and sufficient monies.

  • Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Debenture as required pursuant to the terms hereof.

  • Treatment of Unallowable Costs Previously Submitted for Payment Mallinckrodt further agrees that within 120 days of the Effective Date of this Agreement it shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Mallinckrodt or any of its subsidiaries or affiliates, and shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the Unallowable Costs. Mallinckrodt agrees that the United States, at a minimum, shall be entitled to recoup from Mallinckrodt any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or requests for payment. Any payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Mallinckrodt or any of its subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined in this Paragraph) on Mallinckrodt or any of its subsidiaries or affiliates’ cost reports, cost statements, or information reports.

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