Payment and Share Issuance Procedures Clause Samples
The Payment and Share Issuance Procedures clause outlines the steps and requirements for making payments and issuing shares in a transaction. It typically details the timing, method, and conditions under which payments must be made by the buyer and shares are delivered by the company, such as specifying wire transfers for funds and electronic registration of shares. This clause ensures that both parties understand their obligations and the sequence of actions, thereby reducing the risk of disputes and facilitating a smooth closing process.
Payment and Share Issuance Procedures. (a) As promptly as practicable following the Agreement Date, Parent, the Company, the Stockholder Representative and the Paying Agent shall enter into the Paying Agent Agreement in a form to be reasonably agreed (the “Paying Agent Agreement”). Following execution of the Paying Agent Agreement, (i) the Company shall promptly (and not later than two (2) Business Days prior to the distribution of the Exchange Documentation by the Paying Agent) deliver or cause to be delivered to the Paying Agent and Parent the information set forth in the Paying Agent Agreement (the “Required Information”), (ii) as promptly as practicable following receipt of the Required Information, and in any event within two (2) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to set up the Paying Agent’s electronic platform to allow the applicable Company Indemnitors to complete their Exchange Documentation (if any) electronically and (iii) as promptly as practicable following receipt of the Required Information, and in any event within three (3) Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to send an email to each Company Stockholder, Company Vested Optionholder that is a Non-Continuing Employee who holds Non-Employee Options, each Company RSU Holder that is a Non-Continuing Employee who holds Non-Employee RSUs and Company Warrantholder, in each case at the email address for such Person set forth in the Required Information, to invite such Person to register and log into the Paying Agent’s electronic platform to complete electronically a letter of transmittal in the form attached hereto as Exhibit H (the “Letter of Transmittal”) and the Exchange Documentation applicable to such person; provided that if the Company has not provided the Required Information for any particular Company Security Holder on or before the date that is three (3) Business Days prior to the Closing Date, Parent shall not be required to cause the Paying Agent to, and the Paying Agent shall not be required to, send the email described in the foregoing clause (iii) to such Company Security Holder until the date that is three (3) business Days following the delivery of the Required Information.
(b) Subject to Section 2.6, as promptly as practicable following receipt by the Paying Agent of a Letter of Transmittal and the applicable Exchange Documentation (...
Payment and Share Issuance Procedures. (a) (i) As promptly as practicable following the Agreement Date, and in any event no later than two Business Days prior to the distribution of the Exchange Documents by the Paying Agent, or at a later time as may be agreed between Parent and the Company, the Company shall deliver or cause to be delivered to the Paying Agent and Parent such information reasonably required by Parent and the Paying Agent to initiate document solicitation process as described in clauses (x) and (y) of this Section 2.3(a) (the “Required Information”), (ii) as promptly as practicable following receipt of the Required Information, and in any event within four Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to set up the Paying Agent’s electronic platform which allows the applicable Company Equity Holders to complete their Exchange Documents electronically and (iii) as promptly as practicable following receipt of the Required Information, and in any event within three Business Days thereafter, or at a later time as may be agreed between Parent and the Company, Parent shall cause the Paying Agent to send an email (x) to each Company Stockholder,