Exchange Procedures and Payments at Closing Sample Clauses

Exchange Procedures and Payments at Closing. (a) No later than ten (10) days after the date of this Agreement, Company shall cause to be mailed (or otherwise provide) to each record holder of shares of Common Stock and Preferred Stock (other than in respect of any Rollover Shares) a Letter of Transmittal in the form attached hereto as Exhibit D. At or prior to the Closing, each holder of shares of Common Stock and/or Preferred Stock (other than in respect of any Rollover Shares) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares (or an affidavit of lost stock certificate in the form attached to the Letter of Transmittal) to Company and deliver to Company a fully completed and executed Letter of Transmittal, together with its attachments. In the event a holder of shares of Common Stock and/or Preferred Stock (other than in respect of any Rollover Shares) does not deliver to Company a Letter of Transmittal at or prior to the Closing, such failure shall not alter, limit or delay the Closing or the conversion of such stock as provided in Section 2.8, but such holder shall not be entitled to receive the payments contemplated by Section 2.10(c)(i) – (iii), as applicable, unless and until such holder surrenders the certificate or certificates representing such shares (or an affidavit of lost stock certificate in the form attached to the Letter of Transmittal) to the Surviving Corporation and delivers to the Surviving Corporation a fully completed and executed Letter of Transmittal, together with its attachments.
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Exchange Procedures and Payments at Closing. At the Closing, each Shareholder shall surrender the certificate or certificates representing the shares of Premier Common Stock, Premier Preferred Stock, Premier New Orleans Common Stock and Premier New Orleans Preferred Stock issued and outstanding at the Effective Time to Buyer, all such certificates to be duly endorsed in blank or accompanied by a duly executed assignment separate from such certificate. Shareholders shall, upon surrender of such certificate or certificates, receive in exchange therefor on the Closing Date; (i) a cashier's check or a wire transfer in an amount equal to the cash portion of each of the EXECUTION COPY Payments, less such Shareholder's pro rata portion of the fee payable to Xxxxxxx & Associates, which fee shall be paid by wire transfer to Xxxxxxx & Associates; and (ii) the Note in an amount equal to the deferred portion of each of the Payments to which such Shareholder is entitled. Prior to delivering the aforementioned payment to Shareholders, Buyer shall deliver to each of Premier's and Premier New Orleans' lenders a wire transfer in an amount equal to the amount necessary to repay all debts for money borrowed of Premier or Premier New Orleans ("Bank Debt") set forth on Schedule 3.02, including all interest and prepayment penalties due and payable.
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Exchange Procedures and Payments at Closing. At the Closing, ------------------------------------------- each Shareholder shall surrender the certificate or certificates representing the Shares issued and outstanding at the Effective Time to Satellink, all such certificates to be duly endorsed in blank or accompanied by a duly executed assignment separate from such certificate. Shareholders shall, upon surrender of such certificate or certificates, receive in exchange therefor on the Closing Date the Payments, less such Shareholder's pro rata portion of the Escrow Shares. The Escrow Shares shall be issued and held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement. Prior to delivering the Payments to Shareholders, Satellink shall deliver to each of the Cape Fear Entities' lenders a wire transfer in an amount equal to the amount necessary to repay all debts for money borrowed of the Cape Fear Entities ("BANK DEBT") set forth on SCHEDULE --------- -------- 3.02, including all interest and prepayment penalties due and payable. ----
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Exchange Procedures and Payments at Closing. (a) As a condition to payment of any amounts payable to a Stockholder hereunder, (i) any such holder of shares of Common Stock issued and outstanding at the Effective Time (other than Appraisal Shares) shall surrender the certificate or certificates representing such shares of Common Stock to the Company and deliver a letter of transmittal in the form attached hereto as Exhibit C-1, together with its attachments, (ii) any such holder of shares of Common Stock issued upon conversion of Preferred Stock and outstanding at the Effective Time shall surrender the certificate or certificates formerly representing shares of Preferred Stock to the Company and deliver a letter of transmittal in the form attached hereto as Exhibit C-2, together with its attachments, and (iii) any such holder of shares of Preferred Stock issued and outstanding at the Effective Time (other than Appraisal Shares) shall surrender the certificate or certificates representing such shares of Preferred Stock to the Company and deliver a letter of transmittal in the form attached hereto as Exhibit C-3, together with its attachments (the letters of transmittal in the form of Exhibits C-1, C-2 and C-3 collectively, the “Letters of Transmittal”).
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Exchange Procedures and Payments at Closing. At the Closing, ------------------------------------------- Shareholder shall surrender the certificate or certificates representing the Shares issued and outstanding at the Effective Time to Buyer, all such certificates to be duly endorsed in blank or accompanied by a duly executed assignment separate from such certificate. Shareholder shall, upon surrender of such certificate or certificates, receive in exchange therefor on the Closing Date an amount equal to ninety percent (90%) of the Common Stock Payment.
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Related to Exchange Procedures and Payments at Closing

  • Merger Consideration Exchange Procedures Section 3.1 Merger Consideration 14 Section 3.2 Rights As Unitholders; Unit Transfers 15 Section 3.3 Exchange of Certificates 15 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Equity Awards 19

  • Exchange and Payment Procedures As soon as practicable after the Election Deadline, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payable.

  • 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.

  • Consideration Exchange Procedures 3.01 Consideration; Effect on Capital Stock of aaiPharma and S MergerCo. At the Effective Time, by virtue of the aaiPharma Merger and without any action on the part of aaiPharma, Holding Company, S MergerCo or any holder of aaiPharma Common Stock, HoldCo Common Stock or S MergerCo Common Stock:

  • 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.

  • Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Purchase Price and Payment Terms The Purchase Price shall be paid at the Close of Escrow as provided in the Recitals. The Purchase Price does not include Buyer’s closing costs, loan fees, escrow fees, title insurance policy fees, or any other costs and expenses not noted in the Recitals. The balance of cash due to Seller upon Close shall be paid by Cashier's Check payable to Escrow Holder or as directed in writing by Escrow Holder. Seller acknowledges receipt from Buyer of the Deposit set forth in the Recitals above made payable to Escrow Holder.

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