Issuance and Payment Sample Clauses

Issuance and Payment. Subject to the provisions of the Act and this Agreement, including, without limitation, Section 3.10, Membership Interests may be issued for such consideration and to such persons as the Company may determine from time to time.

Issuance and Payment. The initial closing of the sale and purchase of at least two hundred twenty-two thousand two hundred twenty-two (222,222) shares of the Series C Stock will take place at the offices of BAY VENTURE COUNSEL, LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1300, Oakland, California 94612, at 4:00 p.m. on September 14, 2000, or such other time and place as the parties may mutually agree (the "Initial Closing").

Issuance and Payment. Subject to applicable law, the Certificate of Incorporation or these By-Laws, shares may be issued for such consideration and to such persons as the Board may determine from time to time. Shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid shares of capital stock there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate is issued.

Issuance and Payment. Upon payment of the Purchase Price, the Corporation will deliver to the Investor a certificate registered in the name of the Investor, representing the Shares ("Certificate").

Issuance and Payment. The Notes shall be issued pursuant to the Indenture and all Scheduled Payments, Redemption Payments and Repurchase Payments shall be made by electronic funds transfer or automated clearing house (i.e., ACH) remittance from the Trust Account by the Paying Agent in accordance with the Paying Agent Agreement. The Company shall pay funds into the Trust Account as needed to cover Scheduled Payments, Redemption Payments, Repurchase Payments, Trustee's Fees and Paying Agent Fees.

Issuance and Payment. Subject to the provisions of the Act and this Agreement, Membership Interests may be issued for such consideration and to such persons as the Company may determine from time to time. Membership Interests may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid Membership Interest there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate is issued.

Issuance and Payment. The Board may authorize shares to be issued for consideration consisting of any tangible or intangible benefit to the Corporation or other property of any kind or nature, including, cash, promissory notes, services performed, contracts for services to be performed, other securities of the Corporation, or securities of any other corporation, domestic or foreign, or other organization. Shares may not be issued until the full amount of the consideration has been paid or delivered as required in connection with the authorization of the shares. When such consideration shall have been paid or delivered the shares will be deemed to have been issued and the subscriber or stockholder entitled to receive such issue will be a stockholder with respect to such shares, and the shares will be considered fully paid and non-assessable.

Issuance and Payment. (a) In exchange for the Ardagh Equity Interests transferred by Ardagh or its Subsidiaries, NewCo shall, at the Closing: (i) issue to Ardagh, or its designated controlled Affiliate, free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement) [*] NewCo Shares (the “Ardagh NewCo Shares”), plus if the Ardagh Initial Adjustment is more than the sum of [*], plus the amount, if any, of any Exal Dividend Overage (such sum, the “Ardagh Additional Adjustment Amount”), in addition to the cash payment equal to the Ardagh Additional Adjustment Amount to be paid pursuant to clause (ii) of this Section ‎2.2(a), an additional number of NewCo Shares (rounded to the nearest whole share), free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement) equal to the quotient obtained by dividing (A) the amount by which the Ardagh Initial Adjustment exceeds the Ardagh Additional Adjustment Amount by (B) the NewCo Per Share Price; provided that if the adjustment contemplated by this Section ‎2.2(a)(i) and the adjustment contemplated by Section ‎2.2(b), would result in Ardagh owning more than forty-nine percent (49.0%) of the then-outstanding NewCo Shares, Ardagh shall receive from NewCo at the Closing (I) such number of NewCo Shares (rounded to the nearest whole share), free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement), that would result in Ardagh owning exactly forty-nine percent (49.0%) of the then-outstanding NewCo Shares, and (II) a promissory note having a principal amount equal to the product of the (x) number of NewCo Shares that would result in Ardagh owning more than forty-nine percent (49.0%) of the then-outstanding NewCo Shares, and (y) NewCo Per Share Price, on terms, including as to interest, maturity date (which shall be no later than the earlier of a liquidity event of NewCo (to the extent of available liquidity) or the fifth anniversary of the Closing Date) and payment triggers for such instrument, customary for similar instruments and otherwise reasonably acceptable to Ardagh and Element acting in good faith; provided; further that if the Ardagh Initial Adjustment is more than the Ardagh Additional Adjustment Amount, in lieu of accepting all or any portion of the NewCo Shares or the promissory note that would otherwise be issued to Ardagh pursuant to this Section ‎2.2(a)(i)...

Issuance and Payment. The initial closing of the sale and purchase of the Series CC Stock pursuant to this Agreement will take place at the offices of BAY VENTURE COUNSEL, LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Street, Suite 1300, Oakland, California 94612, at 4:00 p.m. on January 5, 2001, or such other time and place as the parties may mutually agree (the "Initial Closing").