in cash. The Fund will notify the Company of the number of shares so issued as payment of such dividends and distributions.
in cash. The provisions of this Annex A shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder to the same extent as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.
in cash. Upon retirement, upon retirement with permanent disability; upon death; or upon leaving the Board’s employ after the completion of four (4) or more years of service. In accordance with Clause 7(6) term employees eligible to use their gratuity bank may request payout of a limited number of gratuity days to supplement their vacation pay at Christmas and Spring Break.
in cash. The subordination provisions set forth herein shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are hereby made obligees hereunder to the same extent as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.
in cash. As soon as practicable after the Effective Time, the registered holders of Series A Cash Election Shares shall be paid the cash to which they are entitled hereunder in respect of such Series A Cash Election Shares.
in cash. As with each of its proposals, the Special Committee determined the amount and form of consideration to be proposed after discussing and analyzing AFC's then existing proposal and deliberating with its financial and legal advisors as to how best to obtain for the APY Public Stockholders the most favorable transaction available. After discussions with Xxxxxxx Xxxxx, including consideration of the impact of the increase in the trading prices of both AFC and APY since the announcement of the Initial AFC Merger Proposal, AFC management instructed Xxxxxxx Xxxxx to advise Salomon Brothers that AFC believed that merger consideration in which each share of APY Common Stock held by the APY Public Stockholders would be exchanged for 0.4 of a share of AFC Common Stock and $16.30 in cash would be more appropriate. On January 24, 1997, at a Special Meeting, the AFC Board approved the issuance of certain capital securities issued by a subsidiary trust of AFC to finance a portion of the merger consideration. At the meeting, AFC management and Xxxxxxx Xxxxx summarized for the AFC Board the status of its negotiations with the Special Committee. See "The Merger Transactions--Financing the Merger; Fees and Expenses." The Special Committee met several times between January 25th and 28th to discuss the negotiations, including AFC's response and additional information relating to the valuation of APY. The Special Committee and its advisors reviewed a number of factors relating to the valuation of APY, including the effect of recapitalizing APY, APY's 1997 projected pro forma earnings per share, the proposed financing for the Merger Transactions, and the fourth quarter and year-end results of operations for APY and AFC. The Special Committee also discussed Salomon Brothers' assessment of various alternative proposals that AFC might submit. After considering the advice of Salomon Brothers, the Special Committee concluded that merger consideration of 0.4 of a share of AFC Common Stock and $16.30 in cash was not acceptable. The Special Committee and its advisors then reviewed a range of options such as communicating only that AFC's proposed valuation of APY was not acceptable, rejecting any business combination at this time or proposing an increase in the cash portion of the merger consideration. On January 29, 1997 Salomon Brothers met with Xxxxxxx Xxxxx and indicated that the Special Committee did not consider the revised proposal of AFC to be acceptable. Salomon Brothers also in...
in cash. The Offer Shares to be acquired under the Share Offer shall be fully paid and shall be acquired free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Unconditional Date or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, the record date of which is on or after the Unconditional Date. Any dividends or other distributions the record date of which is before the Unconditional Date will be paid by the Company to the Shareholders who are qualified for such dividends or distributions. In the event that the Company decides to declare, pay, make or agree to pay or make any dividends and other distributions on or after the date of this joint announcement and up to the Unconditional Date, the Offeror intends to reduce the offer price by the amount of such dividends and other distributions. The conversion prices of the 2024 Convertible Bonds and the 2025 Convertible Bonds are subject to adjustment as a result of a “Change of Control” (as defined in the terms and conditions of the Convertible Bonds) of the Company. The “Change of Control” of the Company will take place upon Completion. As at the date of this joint announcement, it is uncertain when the “Change of Control” of the Company will take place as Completion is conditional upon the fulfilment or, where applicable, waiver of the Conditions. For illustrative purpose, in calculating the number of Shares the outstanding Convertible Bonds can be converted into for the purpose of calculating the offer price under the Convertible Bond Offer included in this joint announcement, it is assumed that the “Change of Control” of the Company takes place on the date of this joint announcement. In accordance with Practice Note 6 to the Takeovers Code, the offer prices under the Convertible Bond Offer represent the “see-through” prices based on the offer price under the Share Offer. The offer prices under the Convertible Bond Offer set out in this joint announcement are for illustrative purpose only and may be subject to change. Convertible Bond Holders and/or potential investors of the Company should therefore exercise caution when dealing in the Convertible Bonds or exercising other rights in respect of them. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other prof...
in cash. If TOTAL elects to receive its Production Royalty for Precious Metals in cash, and as to Production Royalty payable on Other Minerals, payments shall be payable on or before the twenty-fifth (25th) day of the month following the calendar month in which the minerals subject to the Production Royalty were shipped to the Payor by BUYER. For purposes of calculating the cash amount due to TOTAL, Precious Metals and Other Minerals will be deemed to have been sold or otherwise disposed of at the time refined production from the Property is delivered, made available, or credited to BUYER by a mint or refiner. The price used for calculating the cash amount due for Production Royalty on Precious Metals or Other Minerals shall be determined in accordance with section 9(a) and section 9(b) as applicable. BUYER shall make each Production Royalty payment to be paid in cash by delivery of a check payable to TOTAL and delivering such check to TOTAL at the address listed in this Agreement, or to such other address as TOTAL may direct or by direct bank deposit to TOTAL's account as TOTAL shall designate. Should default be made in any cash payment when due for Production Royalty and such default still exists ten (10) days following notice of non-payment, then all unpaid amounts shall become immediately due and shall bear interest at the rate of fifteen percent (15%) per annum commencing from and after such payment due date until paid.
in cash. As soon as practicable after the Effective Time, the registered holders of AOPP Cash Election Shares shall be paid the cash to which they are entitled hereunder in respect of such AOPP Cash Election Shares.
in cash. Buyer must provide written verification from a depository of funds on deposit within five (5) calendar days which are sufficient to complete the purchase. ___ _ _ with a LOAN. This Agreement is contingent upon the Buyer obtaining a mortgage loan at reasonable market rates plus required mortgage insurance or VA funding fee, and for a term of years. Buyer shall apply for said loan within seven (7) days of the Effective Date and use every reasonable effort to obtain the above-noted loan. If any events occur, including the loss of employment, that cause the Buyer to be ineligible for the loan that was otherwise approved at the time of entering into this Agreement, the parties agree that the release of the Xxxxxxx Deposit shall be the full and final remedy for the Seller and that party holding the Xxxxxxx Deposit can release said deposit (minus any outstanding attorneys fees or other costs related to the preparation of this matter for closing) without the need for any further authorization by either party.
