Payment for Company Sample Clauses

Payment for Company. Common Stock and Company Preferred Stock. Parent shall authorize one or more persons reasonably acceptable to the Company to act as exchange agents (the "Exchange Agent") hereunder. As of the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of the Company Common Stock and Company Preferred Stock, certificates representing the number of whole shares of Parent Common Stock and cash in lieu of fractional shares (such cash and certificates, together with any dividends or distributions thereon, being hereinafter referred to as the "Exchange Fund") into which the shares of the Company Common Stock and Company Preferred Stock outstanding at the Effective Time are converted in accordance with Section 2.5.(a) hereof. The Exchange Fund shall include sufficient cash as is reasonably determined by Parent to be necessary to account for additional fractional shares as the result of shares which are held in depositary, nominee or book entry form.
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Payment for Company. Common Stock in the Merger. The manner of making payment for Company Common Stock in the Merger shall be as follows: (a) At the Effective Date, QuadraMed shall make available to The Nevada Agency and Trust Company, or another exchange agent selected by QuadraMed and reasonably acceptable to the Company (the "Exchange Agent"), for the benefit of those Persons who immediately prior to the Effective Date were the holders of Company Common Stock, the aggregate Merger Consideration pursuant to Section 4.1(a) (the "Merger Fund"). The Exchange Agent shall, pursuant to irrevocable instructions from QuadraMed, administer and deliver the Merger Fund pursuant to Section 4.1(a) above. The Merger Fund shall not be used for any other purpose. (b) Promptly after the Effective Date, the Exchange Agent shall mail to each holder of record (other than Acquisition Co.) of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Company Common Stock (the "Certificate(s)"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the shares of Company Common Stock formerly represented by such Certificates such holder's ratable portion of the Merger Consideration, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, Certificates shall represent solely the right to receive the Merger Consideration with respect to each of the shares formerly represented thereby. (c) Unless otherwise required by applicable law, any portion of the Merger Fund which remains unclaimed by the former Stockholders of the Company for one (1) year after the Effective Date shall be delivered by the Exchange Agent to QuadraMed, upon demand of QuadraMed, and any former Stockholders of the Company shall thereafter look only to QuadraMed for payment of their claim for the Merger Consideration in respect of Company Common Stock.
Payment for Company. Common Stock and Company Stock Options in the Merger.
Payment for Company. Common Stock and Company Preferred Stock;
Payment for Company. Common Stock pursuant to Section 3.01(c) of the Merger Agreement.
Payment for Company. Stock Options pursuant to Section 3.01(e) of the Merger Agreement.

Related to Payment for Company

  • Payment for Consent Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

  • PAYMENT FOR WORK The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice.

  • Payment for Consents No Borrower will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

  • Payment for Project Services As full consideration for the Services to be performed by Contractor, City agrees to pay Contractor as set forth in accordance with the bid and not to exceed fee of $215,500.00 for the project. A monthly progress payment in the amount of ninety-five percent (95%) of the value of the work completed may be made every thirty (30) days upon application by the Contractor and certification by the Project Manager that such work has been completed. Partial payments will be made once each month as the work satisfactorily progresses and after acceptance by the authorized City representative. The progress estimates shall be based upon materials in place, or on the job site and invoiced, and labor expended thereon. From the total of the amount ascertained will be deducted an amount equivalent to five percent (5%) of the whole, which five percent (5%) will be retained by the City until after completion of the entire Contract in an acceptable manner. Any time after fifty percent (50%) of the value of the work has been completed, the City will make any of the remaining partial payments in full. No such estimates or payments shall be required to be made, when, in the judgment of the City Project Manager, the work is not proceeding in accordance with the provision of the Contract, or when in his judgment the total value of the work done since last estimate amounts to less than Five Hundred Dollars ($500.00). The cost of materials conforming to the plans and specifications (materials being those which are required to be contained and incorporated in a finished contract bid item) delivered to the project and not at the time incorporated in the work, may also be included in the estimate for payment. No such estimate or payment shall be construed to be an acceptance of any defective work or improper material. The Contractor shall be responsible for, and shall not remove from the project any material that has been included in the estimate for payment. Final payment shall be made upon the Project Manager certifying that the Contractor has satisfactorily completed the work in conformity with the Contract Documents.

  • Payment for Services Contractor shall exert reasonable and diligent efforts to collect prompt payment from the Commonwealth. Contractor shall pay Subcontractor in proportion to amounts received from the Commonwealth which are attributable to the Services performed by Subcontractor. Contractor shall pay Subcontractor within fourteen (14) days after the Contractor receives such payment from the Commonwealth, unless the parties expressly agree upon a different payment schedule or structure as set forth below: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

  • PAYMENT FOR GOODS AND SERVICES a. DIR Customer shall comply with Chapter 2251, Texas Government Code, or applicable local law, in making payments to the Vendor. Payment under a DIR Contract shall not foreclose the right to recover wrongful payments. b. Payments must be made in accordance with laws and procedures applicable to DIR Customer. c. DIR Customer agrees to pay the rates and/or prices set by DIR with its vendors. DIR Customer understands these rates and/or prices include a DIR administrative fee. d. All purchases executed under a DIR Contract will require a DIR Customer purchase order.

  • Payment for Overtime 1. Except as provided in 2.C.3., below, overtime shall be compensated at one and one-half (1 1/2) times the regular rate. 2. Except as provided in 2.C.3., below, for all regular, limited-term and probationary employees, overtime may be converted to compensatory time or paid for at the option of the agency/department. Consideration shall be given to effectuating the wishes of employees. The maximum number of CTO hours which may be accrued by any employee is eighty (80). If an employee accrues 80 hours of CTO, he/she cannot accrue additional CTO until he/she uses some of the hours in his/her bank; instead, employees will be paid for all overtime work performed in excess of that amount. 3. Overtime hours worked by extra help employees shall be paid. 4. Compensatory time earned and accrued by an employee in excess of thirty-two (32) hours may be scheduled off for an employee by his or her agency/department; however, consideration shall be given to effectuating the wishes of those employees requesting specific compensatory time off periods. 5. No scheduled compensatory time off will be cancelled except in cases of emergency. 6. In no case may an employee's work schedule be changed during the workweek when the purpose of such change is to avoid overtime compensation. 7. Time worked as overtime shall not be used to earn fringe benefits or to serve out probation or merit increase periods. Compensatory time off may be used as part of the established workweek to earn fringe benefits and to serve out probationary and merit increase periods. 8. An employee separating from the County service shall be paid for accumulated compensatory time in a lump sum payment.

  • Payment for Reactive Power NYISO shall pay Developer for reactive power or voltage support service that Developer provides from the Large Generating Facility in accordance with the provisions of Rate Schedule 2 of the NYISO Services Tariff.

  • Payment for TIPS Sales TIPS Members may make payments for TIPS Sales directly to Vendor, Vendor’s Authorized Reseller, or as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment statutes. Regardless of how payment is issued or received for a TIPS Sale, Vendor is responsible for all reporting and TIPS Administration Fee payment requirements as stated herein.

  • AGREEMENT FOR SALE There is an overlap in this list: use the descriptions that are most ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

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