Mechanics of Payment. Any cash portion of the Change of Control Payment payable under this Agreement is payable in a lump sum in cash, of which one-half is payable within thirty (30) days following the Payment Triggering Event and the balance is payable upon the earlier of six (6) months following the Payment Triggering Event or the death of the Employee. Any continuation of benefits portion of the Change of Control Payment commences upon the Payment Triggering Event and extends for the time period defined under the Change of Control Payment.
Mechanics of Payment. If at any time the Company purchases any -------------------- shares of Common Stock pursuant to this Agreement, the Company may pay the purchase price determined under this Agreement for the shares of Common Stock it purchases by wire transfer of funds or company check in the amount of the purchase price, and upon receipt of payment of such purchase price or, pursuant to Section 7, any portion thereof, the seller shall deliver the certificates representing the number of shares of Common Stock being purchased in a form suitable for transfer, duly endorsed in blank, and free and clear of any lien, claim or encumbrance. Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to make any payment for shares of Common Stock purchased hereunder until delivery to it of the certificates representing such shares or evidence or an affidavit, in either case in form and substance reasonably satisfactory to the Company of loss, theft or destruction of such certificates. If the Company is purchasing less than all the shares of Common Stock represented by a single certificate, the Company shall deliver to the seller a certificate for any unpurchased shares of Common Stock.
Mechanics of Payment. Any dividend or other moneys payable in cash in respect of a share may be paid by check or draft sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder whose name is registered first in the Register of Shareholders or his bank account or the person whom the Company may then recognize as the owner thereof or entitled thereto under Article 22 or 23 hereof, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct. Every such check or draft shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or draft by the bank upon which it is drawn shall be a good discharge to the Company.
Mechanics of Payment. In the event of a Liquidation Transaction effected by a merger or consolidation of the Corporation with or into any other entity (a “Merger Liquidation”), payment to the holders of Class A Common Stock, Class B Common Stock and Preferred Stock of the Corporation shall be made in the form of consideration specified in the definitive agreement evidencing such Merger Liquidation (with Proceeds allocated as set forth above in paragraphs 2(a) and 2(b)). In the event of a Liquidation Transaction that is effected other than by Merger Liquidation, or in the event that the definitive agreement evidencing a Merger Liquidation does not specify the form in which payment of the consideration should be made, the payment to the holders of Preferred Stock or required by this Section 2(c) shall be made 100% in cash unless the Board of Directors determines otherwise, provided, however, that (i) all holders of Preferred Stock must receive the same form or forms of consideration (and, if more than one form, in the same proportion), and (ii) all holders of Class A Common Stock and Class B Common Stock must receive the same form or forms of consideration (and, if more than one form, in the same proportion), unless the holders of at least a majority of the Preferred Stock then outstanding (voting together as a single class and on an as-converted basis) elect otherwise and, all series of Preferred Stock are treated equally.
Mechanics of Payment. All payments and other amounts due hereunder must be received by Lender by wire transfer in immediately available funds in Dollars (and without any deduction, offset, netting, counterclaim or reservation of rights) on or before 2:00 p.m. Central Time on the due date therefor at the principal office of Lender located at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000, Attention Xxx Xxxxxx or Xxxx Xxxxx, or at such other location as Lender at any time or from time to time may designate to Borrower in writing. Any funds received by Xxxxxx after 2:00 p.m. Central Time on any day will be deemed to be received on the next succeeding Business Day. Whenever any payment to be made hereunder is due on a day that is not a Business Day, then such payment may be made on the next succeeding Business Day, and such extension of time will be included in the computation of interest due hereunder.
Mechanics of Payment. Any dividend or other moneys payable in cash in respect of a share, less the tax required to be withheld pursuant to applicable law, may, as determined by the Board of Directors in its sole discretion, be paid by check or warrant sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to any one of such Persons or his or her bank account or the person who the Company may then recognize as the owner thereof or entitled thereto under Article 21 or 22 hereof, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board of Directors deems appropriate. Every such check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such check shall be sent at the risk of the Person entitled to the money represented thereby.
Mechanics of Payment. Any dividend or other moneys payable in cash in respect of a share may be paid by check or warrant sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to any one of such persons or to his bank account), or to such person and at such address as the person entitled thereto may be writing direct. Every such check or warrant shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such check or warrant shall be sent at the risk of the person entitled to the money represented thereby.
Mechanics of Payment. Any dividend or other moneys payable in cash in respect of a share, less the tax required to be withheld pursuant to applicable law, may, as determined by the Board of Directors in its discretion, be paid by check sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to any one of such persons or his or her bank account or the person who the Company may then recognize as the owner thereof or entitled thereto under Article 22 or 23 hereof, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board of Directors deems appropriate. Every such check or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check by the banker upon whom it is drawn shall be a good discharge to the Company. Every such check shall be sent at the risk of the person entitled to the money represented thereby.
Mechanics of Payment. To the extent that cash is to be paid hereunder, payment shall be made to the Defendants in pounds sterling, at the spot dollar/sterling exchange rate published in the London Financial Times on the date of payment. Payment in cash shall be made to such accounts, by wire transfer or certified cheque drawn on a U.K. clearing bank, as OSL shall be instructed in writing by GHG. Payment in stock shall be made by stock certificates in such names as OSL shall be instructed in writing by GHG. The Plaintiffs shall have no obligation or responsibility for the division of any proceeds among the Defendants, and may rely entirely on instructions from GHG.
Mechanics of Payment. (a) Prior to remitting the Gross HPC Merger Consideration or the Xxxxx Xxxxxx Merger Consideration to the Stockholders of, respectively, HPC Holdco and Xxxxxx, the cash portions thereof will be reduced by the amount of the O&G Roll-Up Price and the HPC Deal Costs (in the case of the Gross HPC Merger Consideration) and the Xxxxxx Deal Costs (in the case of the Xxxxx Xxxxxx Merger Consideration), which will be paid at Closing by the Parent or the Surviving Corporations at the direction of Sellers’ Representative and for the account of HPC and Xxxxxx to the parties entitled thereto in accordance with the Other Xxxx Entities Agreement and the HPC-Xxxxxx Process Agreement. Such determination will be as set forth in a closing statement (the “Closing Statement”) delivered by HPC to Parent not later than the Business Day prior to Closing, whereupon without further action, (i) the cash portion of the Gross HPC Merger Consideration will be reduced by an amount equal to the aggregate amount of the O&G Roll-Up Price and the HPC Deal Costs and (ii) the cash portion of the Xxxxx Xxxxxx Merger Consideration will be reduced by an amount equal to the amount of the Xxxxxx Deal Costs. The Gross HPC Merger Consideration and the Xxxxx Xxxxxx Merger Consideration, as so reduced, are hereafter referred to, respectively, as the “Net HPC Merger Consideration” and the “Net Xxxxxx Merger Consideration.” None of Parent or the Xxxx Entities will have any liability or obligation in respect of the reduction of the Gross HPC Merger Consideration or the Xxxxx Xxxxxx Merger Consideration, the distribution thereof or any other matters based upon or related to the Other Xxxx Entities Agreement or the HPC-Xxxxxx Process Agreement.
