Payment and Delivery of Consideration Sample Clauses

Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry to issue the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection). (b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Company Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, a Holding Statement representing the number of Purchaser Shares to which such Company Shareholder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled. (c) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS A...

Payment and Delivery of Consideration. (a) Following receipt of the Final Order and prior to the Effective Date, the Purchaser shall deliver, or cause to be delivered, to the Payment Agent, by wire transfer in immediately available funds, an amount sufficient to pay the Aggregate Option Premium payable by the Purchaser to: (i) the Effective Time Company Shareholders in accordance with Section 3.1(c); and (ii) the Effective Time High Street Holders and Effective Time USCo2 Class B Shareholders in accordance with the terms of the Arrangement Agreement. (b) Following receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be, and prior to the Acquisition Date, the Purchaser shall deliver, or cause to be delivered, to the Depositary a sufficient number of Purchaser Shares (or, to the extent applicable, any Alternate Consideration) to satisfy the Purchaser’s obligation to issue Consideration Shares (or, to the extent applicable, any Alternate Consideration) to Company Shareholders in accordance with Sections 3.1(h)(v) and 3.1(h)(vii)(F).

Payment and Delivery of Consideration. 4.1 The Consideration to be paid or delivered by the Purchaser under this Agreement equals to RMB300 million, including Cash Consideration and Share Consideration (SHC’s equivalent shares), as follows: 4.1.1 Within fifteen (15) business days following the completion of all the conditions precedent as provided in Article 3, SHC shall issue 70% of Share Consideration to Cosmic. The remaining Share Consideration shall be issued and allotted in accordance with Article 2.4 above. 4.1.2 Within fifteen (15) business days following completion of all the conditions precedent as provided in Article 3 and subject to other applicable provisions of this Agreement (including Article 10.4.2), Zhihui Qiyuan shall pay all of the corresponding Cash Consideration to Guangju Dingsheng. 4.2 Without prior consent from the Purchaser, Cosmic shall not directly or indirectly transfer, sell, pledge or otherwise dispose of the Share Consideration to any other party within twelve (12) months following the issuance date of such part of Share Consideration, and for purpose of this provision, Cosmic and SHC shall enter into a separate agreement (such as a lock-up agreement) on the issuance date of the Share Consideration. 4.3 Each Party shall bear its own taxes and fees in relation to the Transaction, and the Purchaser shall have the right to withhold the corresponding taxes and fees on the Consideration paid or delivered to by the Shareholders of Target Companies under this Agreement in accordance with applicable law or as required by the relevant tax authorities. The Shareholders of Target Companies shall indemnify and hold harmless for the Purchaser against any damage or loses arising from tax liability of the Shareholders of Target Companies, and the Purchase shall have the right to claim against the Shareholders of Target Companies under such circumstance.

Payment and Delivery of Consideration. Buyer shall have delivered to Seller the Purchase Price by wire transfer in immediately available funds to the Account upon the Execution date.

Payment and Delivery of Consideration. (a) At the closing, Exchange will pay to the shareholders of USB consideration equal to $20,100,000 (subject to adjustment pursuant to Section 1.07(c) hereof) (the "Merger Consideration") in exchange for 100% of the USB Common Stock. Such Merger Consideration shall be paid as follows: (i) Seven separate promissory notes in the combined principal amount of $11,370,000 and individually as follows, Wetzel Trust - $5,000,000, Thomason - $3,100,000, Xxxxx - $2,500,000, Lauxxx Allison Wetzel and Uniox Xxxxx Xxxx, Co-Trustees of the Lauren Allison Wetzel Revocablx Xxxxx X/X Xxy 8, 1997 - $200,000, Gus S. Wetzel, III and Xxxxx Xxxxx Xank, Co- Trustees of the Gus S. Wetzel, III Revoxxxxx Xxxxx X/A May 8, 1997 - $200,000, Courtney Ann Wetzel and Xxxxx Xxate Bank, Co-Trustees of the Courtney Ann Wetzel Xxxxxxxxx Xxust U/A May 8, 1997 - $200,000, and Susie Heard Wxxxxx, XX (xx xx xx xixxxxxx) - $170,000 (collectively, the "Notes", each, a "Note") to be executed and delivered by Exchange in favor of each of the designated shareholders, respectively. The Notes shall be in the form attached as Exhibit B hereto and shall bear interest at a rate of 7% per annum, shall, subject to prepayment, mature on the fifth anniversary of the Closing Date, shall provide for payments of interest only until maturity, shall provide for quarterly payments of accrued interest and shall, at any time after the third anniversary of the Closing Date, permit prepayment of principal and accrued interest by Exchange upon 60 days' notice to the holders of such Notes. The Notes shall be secured by all of the Bank Common Stock pursuant to a Stock Pledge Agreement in the form attached as Exhibit B1 hereto; provided, however, that the holders of such Notes may, anytime at their option, upon 30 days' notice, demand that Exchange obtain and substitute in lieu of such security interest an irrevocable standby letter of credit in the face amount of the Notes, having an expiration date at least thirty (30) days after the maturity date of the Notes and otherwise reasonably acceptable in form and substance to Exchange and such holders, the cost of which shall be borne by the holders of the Notes in an amount not to exceed 0.5% per annum; and (ii) The balance of the Merger Consideration in cash. The shareholders designated in Section 1.07(a)(i) above shall have the right to reallocate the total consideration to be received by each such shareholder between cash and the principal amount of the Note in favor of su...

Payment and Delivery of Consideration. (a) At the Closing, Purchaser shall: (i) in consideration of the Share Sale, pay (or cause to be paid) to HoldCo (or any person or persons designated by Parent in writing no later than two Business Days prior to the Closing) an amount in cash in Canadian dollars determined in accordance with Section 3.01(b) (the “Purchase Price”); and (ii) deliver to the Escrow Agent pursuant to the Escrow Agreement an amount in cash in Canadian Dollars equal to the amount required to fund the redemption of the $320,500,000 aggregate principal amount of Tier 2 B Fixed/Floating Subordinated Notes due December 2016 issued by the Bank (the “Subordinated Notes”) on the first optional redemption date occurring at least 45 days after the Closing Date (the “Redemption Date”) for the purpose of effecting such redemption on such Redemption Date. (b) The Purchase Price shall equal the sum of (i) $3,126,000,000; (ii) if the Closing does not take place on or prior to December 31, 2012 and provided that the Seller Regulatory Consents have been obtained on or prior to such date, an amount in cash in Canadian Dollars equal to interest on $3,126,000,000 after such date to and including the Closing Date, which interest shall accrue and be payable at an annual rate of 5% and (iii) to the extent applicable, an amount in cash in Canadian Dollars equal to the amount of any equity contribution made by the Sellers or their Affiliates (other than the Target Companies) to the Bank after the date hereof and prior to the Closing at the request or direction of any Governmental Authority, as to which reasonably satisfactory evidence is produced as to the making of such contribution and the reasons therefor. (c) Payment of the Purchase Price or any other amounts of cash under this Agreement shall be in Canadian Dollars by wire transfer of immediately available funds to an account to be designated by the person (which designation, for any payment due to any Seller, shall be made by Parent) receiving such payment by written Notice to the other Party at least two Business Days prior to the date on which each payment is due.

Payment and Delivery of Consideration. (a) At the Closing, Purchaser shall, in consideration of the Transactions, pay (or cause to be paid) and issue, respectively, to US HoldCo (or any Subsidiary of Group designated by Group in writing no later than two Business Days prior to the Closing) the following (the “Purchase Price”): (i) an amount in cash determined in accordance with Section 3.01(b) (the “Cash Consideration”); and (ii) a number of shares of Purchaser Common Stock, free and clear of any Liens, determined in accordance with Section 3.01(c) (the “Share Consideration”). The Cash Consideration and the Share Consideration are referred to collectively in this Agreement as the “Consideration”. (b) The amount of the Cash Consideration shall equal the sum of (A) (i) $6,200,000,000 (the “Base Cash Consideration”), (ii) an amount in cash determined in accordance with Section 3.01(c)(ii)(y) (the “Additional Cash”), if any, (iii) to the extent applicable, an amount in cash equal to the amount of any equity contribution made by Sellers or their Affiliates (other than the Sales Package Companies) to the Bank after the date hereof and prior to the Closing at the request or direction of the OTS, the OCC or the Federal Reserve, as to which reasonably satisfactory evidence is produced as to the making of such contribution and the reasons therefor, and minus (B) to the extent applicable, an amount equal to the adjustment as set forth in Section 6.18(b). In addition, there shall be added to the amount of the Cash Consideration the amount of any Positive IABF Adjustment Factor and there shall be subtracted from the amount of the Cash Consideration the amount of any Negative IABF Adjustment Factor. (c) The Share Consideration shall be 55,921,710 shares of Purchaser Common Stock, subject to adjustment in accordance with this Section 3.01(c). (i) If the Share Consideration does not exceed 9.9%, of the Outstanding shares of Purchaser Common Stock on the Closing Date (the “Voting Stock Cap”), then no Additional Cash shall be paid; provided, however, that Sellers shall have the right to decrease the Voting Stock Cap upon written notice to Purchaser at least three Business Days prior to Closing, to a lower percentage (but not less than 9.7%) to accommodate beneficial ownership of Purchaser Common Stock by Sellers and their Affiliates at that time and in such event all references to “Voting Stock Cap” herein shall be deemed to refer to such lower percentage. (ii) If the Share Consideration exceeds the Voting Stock...

Payment and Delivery of Consideration. 4.1 The Consideration to be paid or delivered by the Purchaser under this Agreement equals to RMB280 million, including Cash Consideration and Share Consideration (SHC’s equivalent shares), will be made as follows: 4.1.1 Within fifteen (20) business days following the completion of all the conditions precedent as provided in Article 3, SHC shall issue 80% of the Share Consideration (M2), i.e. 3,898,511 Class A Ordinary Shares of SHC, to XXXXXX GLOBAL, and the remaining part of the Share Consideration shall be issued in accordance with the above Article 2.4. 4.1.2 SHC shall allocate Share Consideration (M1), i.e. 636,691 Class A Ordinary Shares of SHC, to Weilaijin at such time and by such means as below: a) If Weilaijin fails to complete the filing in relevant China’s governmental authorities regarding its offshore direct investment (“ODI”) and obtain requisite administrative approvals or permits (if any) so as to acquire the qualification for overseas investment by March 15, 2022, SHC will allocate all of such Shares Consideration (M1) to XXXXXX GLOBAL. b) Weilaijin has obtained the ODI approvals or permits prior to March 15, 2022, SHC shall issue the Shares Consideration (M1) to Weilaijin at the following time, whichever is later i. Within fifteen (20) business days from the date when all the closing precedence mentioned in Article 3 have been completed, or ii. Within fifteen (20) business days from the date on which SHC has received relevant written documents evidencing that Weilaijin has completed the filing of ODI and obtained related approvals or permits, which can prove in material respects that it is qualified to make overseas investment. 4.1.3 Within five (5) business days after the execution of this Agreement, Zhihui Qiyuan shall pay Yieryi and Qingdao Weilan in cash for repayment of the debts in accordance with Article 2.1.3 hereof. Zhihui Qiyuan shall pay the Weiliantong Equity Transfer Price to Yieryi in accordance with provisions set forth in Article 2.1.2 hereof within 15 business days from the date of completion of all conditions to Closing set forth in Article 3 hereof, subject to other applicable provisions hereof (including Article 10.4.2). 4.2 Without prior consent from the Purchaser, XXXXXX GLOBAL and Weilaijin shall not directly or indirectly transfer, sell, pledge or otherwise dispose of the Share Consideration to any other party within six (6) months following the issuance date of such part of Share Consideration, and for purpose of...

Payment and Delivery of Consideration. At the Closing, Purchaser shall, in consideration of the Share Sale, pay (or cause to be paid) to each Seller (or any person or persons designated by such Seller in writing no later than five (5) Business Days prior to the Closing) an amount in cash in U.S. Dollars determined in accordance with Section 3.02(a).

Payment and Delivery of Consideration. Prior to the sending by the Corporation of the Articles of Arrangement to the Director the Purchaser shall deposit, or arrange to be deposited, for the benefit of the Shareholders, cash with the Depositary in the aggregate amount (after taking into account the amount of funds held by the Depositary under the Escrow Agreement) equal to the payments in respect of Shares required by Section 2.3(b) of this Plan of Arrangement.