Mechanics of Payments. The cash payments under or pursuant to this Agreement shall be made by wire transfer of immediately available funds to one or more accounts designated by the payee not less than three (3) Business Days prior to the Closing. The cash payments as contemplated by Section 1.2 shall be made only after delivery to the payor of an assignment of the applicable National Interests as contemplated by Section 1.4.
Mechanics of Payments. (a) All cash payments made under or pursuant to Section 1.4(b) shall be made by wire transfer of immediately available funds to one or more accounts designated by, and in the name of, each applicable Contributor.
(b) All cash payments made under or pursuant to Section 1.4(b) and Section 1.4(c) shall be made by wire transfer of immediately available funds to one or more accounts designated by the payee thereof.
Mechanics of Payments. Assuming the satisfaction or waiver of all conditions to Closing set forth in Article VI hereof, cash payments pursuant to Section 2.5(a)(i) shall be made by wire transfer of immediately available funds on October 2, 2017 (unless the parties hereto agree otherwise), to the account or accounts designated by Sellers. Wire instructions for such account or accounts shall be provided by Sellers to Purchaser no later than three (3) Business Days prior to the Closing Date.
Mechanics of Payments. (a) All cash payments under or pursuant to this Agreement shall be made by wire transfer of immediately available funds to one or more accounts designated by the payee thereof or by certified check if requested by the payee thereof. All cash payments to the Shareholders and Option holders as contemplated by Section 1.6(a) and Section 1.6(b), as applicable, shall be made only after delivery to Buyer or the Company by the Shareholders Agent on behalf of each such Person, as applicable, of: (i) stock certificates either duly endorsed for transfer or accompanied by duly executed stock powers and (ii) an option surrender agreement in the form attached hereto as Exhibit C (an “Option Surrender Agreement”).
(b) Buyer or the Company will be entitled to deduct and withhold from any amount payable pursuant to this Agreement or any Transaction Document (including payments of Purchase Price and releases of amounts held in escrow) such amounts as Buyer (or any Affiliate thereof) or the Company shall determine in good faith they are required to deduct and withhold with respect to the making of such payment under the Code or any provision of federal, state, local or foreign Applicable Laws relating to Taxes. To the extent that amounts are so withheld by Buyer or the Company, such withheld amounts will be treated for all purposes of this Agreement and the Transaction Documents, as applicable, as having been paid to the Person in respect of whom such deduction and withholding were made by Buyer or the Company. Notwithstanding the foregoing, no withholding shall be made under Section 1445 of the Code as to any Shareholder if, prior to the Closing, Buyer or the Company shall have received (i) a certification by the Company with respect to the shares of the Company which meets the requirements of Treasury Regulation Section 1.1445-2(c)(3), or (ii) a certificate of non-foreign status by such Shareholder which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2).
Mechanics of Payments. Borrower Payments. 46
Mechanics of Payments. Borrower Payments; Disbursement from Agent to Lenders) to the extent, but only to the extent, necessary to reallocate the outstanding Loans on a pro rata basis after giving effect to the increase of the RC Commitment.
Mechanics of Payments. Borrower Payments 20
1.15.1 Manner of Making Payments 20
1.15.2 Payments by Borrower; Presumptions by Agent 21
1.15.3 Disbursements from Agent to Lenders 21
1.15.4 Authorization to Deduct Funds and Make Loans in Satisfaction of Obligations 21
1.15.5 Sharing of Payments by Lenders 22
1.15.6 Payments Due on Non-Business Days 22
Mechanics of Payments. At the Closing, the Parent and Acquisition shall pay the Transaction Price and the Preferred Price to, or at the direction of, the Company. All payments under or pursuant to this Agreement shall be made by wire transfer of immediately available funds to an account designated by the recipient of such payment or by certified check if requested by the Company. At or prior to the Closing, the Company may designate Firstar Trust Company, or some other bank or trust company mutually acceptable to the Parent and the Company, to act as the "Paying Agent" for the receipt and disbursement of the Transaction Price and the Preferred Price and, in such event, the Parent, the Company and Acquisition shall execute a typical Paying Agent Agreement. All disbursements to the Stockholders shall be made: (i) only after delivery by such Person of executed stock certificates, Option Agreements, Warrants, stock powers and other documents as are reasonably satisfactory to Parent and the Company; and (ii) using the information contained on Schedule 4.2(d)-1 to this Agreement for the number of shares of Common Stock, and the number of shares of Common Stock covered by Options and Warrants, owned by each Stockholder; and (iii) using the information contained on Schedule 4.2(d)-2 to this Agreement for the number of shares of Preferred Stock owned by each Stockholder. Prior to the Closing Date, the Company may update the information on Schedules 4.1(f), 4.2(d)-1 and 4.2(d)-2 by written notice to the Parent to reflect any changes which occur from and after the date of this Agreement in the information set forth in such Schedules; provided that, except as set forth in this Agreement, prior to the Closing Date, the Company shall not issue, authorize or sell any shares of its capital stock, or rights to acquire shares of its capital stock or enter into any agreement providing for the issuance or sale of its capital stock, except upon the exercise of any of the Options or Warrants listed on Schedule 4.2(d)-1 to this Agreement.
Mechanics of Payments. All cash payments under or pursuant to this Agreement shall be made by wire transfer of immediately available funds to one or more accounts designated by the payee thereof or by certified check if requested by the payee thereof. All cash payments to Sellers as contemplated by Section 1.2 shall be made only after delivery to Buyer by such Seller of an assignment of the applicable National Interests in the form attached hereto as Exhibit E. All payments of Buyer Stock shall be made by delivery of Buyer Stock at the Closing.
Mechanics of Payments. (a) Prior to the Effective Time, Parent shall enter into an agreement with Manufacturers and Traders Trust Company, or such other Person reasonably acceptable to the Company and Parent, in the form attached hereto as Exhibit F (or in such other form as may be reasonably acceptable to both the Company and Parent) (the “Paying Agent Agreement”), to act as paying agent for the Securityholders in connection with the Merger (the “Paying Agent”) and to receive (i) for the benefit of the Stockholders, the Merger Consideration and (ii) for the benefit of the Securityholders, any amounts payable to the Securityholders upon release of funds pursuant to the Escrow Agreement and the Securityholders Representative Escrow Agreement. Parent shall deposit, or shall cause to be deposited, an amount equal to the Merger Consideration with the Paying Agent at or prior to the Effective Time. The Merger Consideration deposited with the Paying Agent shall, pending its disbursement to the Stockholders, be invested by the Paying Agent as provided in the Paying Agent Agreement. Any amounts in excess of the Merger Consideration, including any interest or other income resulting from such investments, shall be paid to Parent or Merger Sub upon termination of the paying agency arrangements under the Paying Agent Agreement and shall be the property of Parent or Merger Sub. Notwithstanding anything to the contrary, Parent shall promptly replace funds deposited with the Paying Agent (by Parent or the Escrow Agent) in the event of any loss of such funds as a result of the investment of such funds. Subject to the last sentence of this Section 5.4(a) and the immediately preceding sentence, Parent shall be deemed for all purposes of this Agreement to have satisfied its obligation to pay the Merger Consideration to the Stockholders hereunder at the Closing upon the Paying Agent’s receipt of the Merger Consideration, it being expressly agreed that Parent’s payment of the Merger Consideration to the Paying Agent shall forever and irrevocably be deemed to constitute payment to each and every Stockholder (other than with respect to Dissenting Shares) the full amount of the portion of the Merger Consideration which is owed to such Stockholder under this Agreement at the Closing. In the event the Merger Consideration is paid to the Paying Agent and the Paying Agent fails to pay the full amount of the portion of the Merger Consideration which is owed to any Stockholder under this Agreement, such Stoc...
