Mechanism of Payment and Delivery of Certificates Sample Clauses

Mechanism of Payment and Delivery of Certificates. (a) At the Effective Time, Purchaser shall make the payments provided for in Section 2.5 of this Agreement.
Sample 1
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Mechanism of Payment and Delivery of Certificates. (a) Not less than ten (10) Business Days prior to the Effective Time, the Sellers’ Representative, as the representative of the Company Stockholders, shall appoint a bank or trust company (which bank or trust company will be reasonably acceptable to Purchaser and will have a credit rating of at least AA) to act as paying agent (the “Paying Agent”) and enter into a paying agent agreement with such Paying Agent (which paying agent agreement will be in form and substance reasonably acceptable to Purchaser) for the purpose of paying the Final Merger Consideration in accordance with the Distribution Waterfall. At the Effective Time, Purchaser or Merger Sub shall deliver, or Purchaser or Merger Sub shall otherwise take all steps necessary to cause to be delivered, by wire transfer of immediately available funds, to the Paying Agent, solely for the benefit of the Company Stockholders (other than the holders of Dissenting Stock) that do not receive a portion of the Aggregate Initial Consideration at the Closing pursuant to Section 2.7(b), cash in an aggregate amount equal to the Aggregate Initial Consideration (less the Sellers’ Representative Expense Fund and amounts payable at Closing pursuant to Section 2.7(b)) (the “Payment Fund”). The Payment Fund shall be used solely and exclusively for purposes of paying the consideration specified in Section 2.6 and shall not be used to satisfy any other obligations of any member of the Company Group. The Paying Agent shall make the payments provided for in Section 2.6 out of the Payment Fund.
Sample 1
Mechanism of Payment and Delivery of Certificates. (a) No later than ten (10) Business Days prior to the Closing Date, the Company, Buyer and Merger Sub will cooperate with one another to deliver or mail to each Securityholder a letter of transmittal and instructions (collectively, “Transmittal Documentation”) to the satisfaction of Buyer and the Securityholders’ Representative for use by each Securityholder in surrendering the stock certificates evidencing Company Capital Stock (“Certificates”) held by such Securityholder immediately prior to the Effective Time and receiving the Merger Consideration to which such Securityholder will be entitled pursuant to the provisions hereof.
Sample 1
Mechanism of Payment and Delivery of Certificates. (a) Following the date hereof, the Company will deliver to each Company Shareholder a Letter of Transmittal in customary form reasonably acceptable to each of Buyer and the Sellers’ Representative (a “Letter of Transmittal”). At the Effective Time, Buyer will deliver, by wire transfer of immediately available funds to the Paying Agent, cash in an amount equal to the portion of the Estimated Aggregate Closing Consideration payable to the Company Shareholders in accordance with Section ‎1.6 (less the Purchase Price Adjustment Escrow Deposit Amount). To the extent that, no later than two Business Days prior to the Closing Date, any Company Shareholder delivers such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, to the Company, the Paying Agent will pay to such Company Shareholder at the Closing the portion of the Estimated Aggregate Closing Consideration payable to such Company Shareholder in accordance with Section ‎1.6 (less a portion of the Purchase Price Adjustment Escrow Deposit Amount attributable to such Company Shares as set forth on the Distribution Schedule), which amounts will be paid by the Paying Agent in cash by wire transfer of immediately available funds to the account designated by such Company Shareholder in such Company Shareholder’s Letter of Transmittal and in accordance with the Paying Agent Agreement; provided, that, for the avoidance of doubt, Rollover Holders will not receive any portion of the Estimated Aggregate Closing Consideration with respect to any Rollover Options.
Sample 1
Mechanism of Payment and Delivery of Certificates. (a) Upon delivery to Parent of a Certificate, together with a Letter of Transmittal covering such Certificate and duly executed and completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive at the Closing (or, such Certificate and Letter of Transmittal are delivered after the Closing, no later than three (3) Business Days after the delivery to Parent of such Certificate and Letter of Transmittal), in exchange therefor, cash in the amount calculated pursuant to Section 2.3(a)(i) and/or (ii) for the Company Capital Stock evidenced by such Certificate, which amount shall be paid by wire transfer in accordance with the instructions provided by such holder. No interest or dividends will be paid or accrued on the consideration payable upon the delivery or transfer of any Certificate. If the consideration provided for herein is to be delivered in the name of a Person other than the Person in whose name the Certificate was delivered, it shall be a condition of such delivery that the Certificate so delivered shall be properly endorsed and otherwise in proper form for transfer. Until delivered in accordance with the provisions of this Section 2.4(a), each Certificate (other than for Dissenting Shares and Excluded Shares) shall represent, for all purposes, only the right to receive cash in the amount set forth in this Agreement in respect of the Company Capital Stock formerly evidenced by such Certificate, without any interest thereon.
Sample 1
Mechanism of Payment and Delivery of Certificates. (a) At the Effective Time, Parent or Merger Sub shall deliver, or Parent or Merger Sub shall otherwise take all steps necessary to cause to be delivered, by wire transfer of immediately available funds, to the Representative for the benefit of the Company Shareholders, cash in an aggregate amount equal to the Initial Merger Consideration (minus (i) any amounts that would be payable in respect of Dissenting Shares, (ii) any amounts that would be payable in respect of the Options pursuant to Section 2.03 and (iii) the Escrow Amount payable pursuant to Section 2.01(a)(iv)(C)) (the “Payment Fund”), which deposit shall be held by the Representative in a segregated bank account and used solely and exclusively for purposes of paying the consideration specified in Section 2.01(a)(iv)(D) and for covering and reimbursing the expenses and other obligations of the Representative as set forth in Section 10.11. The Representative shall make the payments provided for in Section 2.01(a)(iv)(D) of this Agreement out of the Payment Fund.
Sample 1
Mechanism of Payment and Delivery of Certificates. (a) Not less than five days prior to the Effective Time, the Sellers’ Representative (on behalf of the Company Stockholders (other than holders of Dissenting Stock)) shall appoint a bank or trust company (which bank or trust company shall have a credit rating of at least AA) to act as paying agent (“Paying Agent”) and enter into a paying agent agreement with such Paying Agent for the purpose of paying the Final Merger Consideration in accordance with the Distribution Waterfall. At or prior to the Effective Time, Purchaser or Merger Sub shall deliver, or Purchaser or Merger Sub shall otherwise take all steps necessary to cause to be delivered, by wire transfer of immediately available funds, to the Paying Agent solely for the benefit of the Company Stockholders (other than the holders of Dissenting Stock), cash in an aggregate amount equal to the Aggregate Initial Consideration (less the Sellers’ Representative Expense Fund and any amounts otherwise payable to Company Stockholders that have not delivered an executed Letter of Transmittal in accordance with Section 2.7(b)) (the “Payment Fund”). In the event that any Company Stockholder delivers an executed Letter of Transmittal pursuant to Section 2.7(b) after the delivery of the Payment Fund to the Paying Agent, then Purchaser or Merger Sub shall deliver to the Paying Agent for deposit in the Payment Fund the additional amount(s) payable to such Company Stockholder. The Payment Fund shall be used solely and exclusively for purposes of paying the consideration specified in Section 2.6 and shall not be used to satisfy any other obligations of any member of the Company Group. The Paying Agent shall make the payments provided for in Section 2.6 out of the Payment Fund. After paying such amounts and delivering such Payment Fund to the Paying Agent, neither Purchaser, the Surviving Corporation nor any of their respective Affiliates shall have any Liability to any Person for the allocation of such amounts among the Company Stockholders, who shall look solely to the Paying Agent and the Sellers’ Representative for the payment and delivery of such items.
Sample 1
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Related to Mechanism of Payment and Delivery of Certificates

  • Payment and Delivery of Certificates (a) On each Closing Date, Holder shall (i) pay to Issuer, in immediately available funds by wire transfer to a bank account designated by Issuer, an amount equal to the Purchase Price multiplied by the number of Option Shares to be purchased on such Closing Date, and (ii) present and surrender this Agreement to the Issuer at the address of the Issuer specified in Section 13(f) hereof.

  • Purchase, Sale and Delivery of Certificates Delivery of and payment for the Certificates shall be made at your office or at such other location as you shall make known at such time as shall be specified in the applicable Terms Agreement, each such time being herein referred to as a “Closing Date.” Delivery of the Certificates shall be made by the Depositor to each Underwriter against payment of the purchase price specified in the applicable Terms Agreement in Federal Funds by wire or check. Unless delivery is made through the facilities of the Depository Trust Company, the Certificates so to be delivered will be in definitive, fully registered form, in such denominations and registered in such names as you request, and will be made available for inspection and packaging at your office at least twenty four hours prior to the applicable Closing Date.

  • Form of Payment; Delivery of Certificates (i) The Purchaser shall pay the Purchase Amount payable under the Note by delivering immediately available good funds in United States Dollars to the Company on the applicable Closing Date.

  • Execution and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

  • Authentication and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed, authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

  • Delivery of Certificate A certificate of a Lender or an Issuing Bank setting forth the amount or amounts in good faith necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

  • Delivery of Certificates Upon the exercise of the Option, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of shares purchased against full payment therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 3.3.

  • Countersignature and Delivery of Certificates (a) The Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed, countersigned and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement in accordance with its terms.

  • PAYMENT AND ISSUANCE OF CERTIFICATES The shares purchased by you hereunder shall be paid for in full at the public offering price (less any agency fee retained by you as set forth above) by check payable to the Fund, Fed Fund wire or NSCC within three business days after our acceptance of your order. If not so paid, we reserve the right, without notice, to cancel the sale and to hold you responsible for any loss sustained by us or the Fund (including lost profit) as a result. Certificates representing Fund shares will not be issued unless a specific request is received from you or your customer. Certificates, if requested, will be issued in the names indicated by registration instructions accompanying payment.

  • Subsequent Delivery of Certificates Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.

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