Payment for Shares of Company Stock Sample Clauses

Payment for Shares of Company Stock. (a) Prior to the Effective Time, the Company shall mail to each holder of record of Stock, a letter of transmittal in the form attached hereto as Exhibit D (the “Letter of Transmittal”), which shall provide instructions for surrendering the Certificates in exchange for the applicable portion of the Merger Consideration in accordance with Schedule 2.1. (b) At the Effective Time, the Buyer shall (or shall cause the Surviving Corporation to) (i) pay the cash portion of the Merger Consideration to the Stockholders, by wire transfer of immediately available funds to accounts designated in writing by such recipients, (ii) issue the securities that constitute a portion of the Merger Consideration, (iii) issue the Note, in each case in accordance with the Merger Consideration Allocation Schedule to the Stockholders who shall have delivered to the Buyer a properly completed and executed Letter of Transmittal; and (c) No Stockholder shall be entitled to any payment of Merger Consideration with respect to such Stockholder’s shares of Company Stock until a properly completed and executed Letter of Transmittal has been delivered to the Buyer. (d) Until the consummation of the Merger, each Certificate shall represent solely the right to receive a portion of the Merger Consideration in accordance with the terms herein. If the Merger Consideration (or any portion thereof) or any other amounts payable hereunder is to be delivered to any Person other than the Person in whose name the Certificate formerly representing the shares of Company Stock surrendered therefor is registered, it shall be a condition to such right to receive such Merger Consideration that the Person surrendering such shares of Company Stock shall pay to Buyer (or the Surviving Corporation, as applicable) any transfer taxes or other Taxes required by reason of the payment of a portion of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of Buyer (or the Surviving Corporation, as applicable) that such Tax has been paid or is not applicable. (e) At the Effective Time, the Stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Stock that were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation.
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Payment for Shares of Company Stock. (a) At the Effective Time, Parent shall deposit, or shall cause to be deposited, with a mutually agreeable exchange agent (the "Exchange Agent"), for the benefit of the holders of shares of Company Stock for exchange through the Exchange Agent, the Merger Consideration less (i) the Escrow Amount and less (ii) the sum of (x) the Aggregate Option Exercise Price Proceeds and (y) the Total Option Proceeds. At the Effective Time, Parent shall cause to be delivered to a mutually acceptable nationally recognized escrow agent (the "Escrow Agent") an amount of cash equal to $15,000,000 (the "Escrow Amount"), such deposit to constitute an escrow fund (the "Escrow Fund"). The Escrow Fund shall be governed by the terms of an escrow agreement to be entered into by and among Parent, the Stockholders' Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit A (the "Escrow Agreement"). The Escrow Fund shall be held in escrow and shall be available to satisfy certain obligations of the Common Equity Holders as set forth in Sections 2.7 and 9.2 of this Agreement. Each of the parties to this Agreement hereby acknowledges and agrees that (i) $1,000,000 of the Escrow Fund will be available solely for the payment to Parent of any Final Closing Underage due to Parent, if any, under Section 2.7 (the "Working Capital Escrow Account") and (ii) $100,000 of the Working Capital Escrow Account will be available for the payment of any Closing Cash Shortfall, and shall not, under any circumstances, be available to satisfy any Parent/MergerCo Indemnified Party's (as defined in Section 9.2(a)) claim for any Loss under Article IX. The Parent/MergerCo Indemnified Parties' right to seek indemnification from the Escrow Fund under Article IX shall be limited to $14,000,000. No interest shall be paid or shall accrue on any amount pursuant to this Article III except as earned from the Escrow Fund itself. (b) As soon as practicable following the Effective Time, Parent shall cause the Exchange Agent to deliver or mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Stock (i) a form of letter of transmittal reasonably acceptable to the Company which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and (ii) instructions fo...
Sample 1

Related to Payment for Shares of Company Stock

  • Payment for Shares (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.

  • Orders and Payment for Shares Orders for Shares shall be directed to the Fund's shareholder services agent, for acceptance on behalf of the Fund. At or prior to the time of delivery of any of our Shares you will pay or cause to be paid to the custodian of the Fund's assets, for our account, an amount in cash equal to the net asset value of such Shares. Sales of Shares shall be deemed to be made when and where accepted by the Fund's shareholder services agent. The Fund's custodian and shareholder services agent shall be identified in its prospectus.

  • Consideration for Shares The Trustees may issue Shares of any Series for such consideration (which may include property subject to, or acquired in connection with the assumption of, liabilities) and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in Section 6.1(l) hereof). The Trustees may classify or reclassify any unissued Shares, or any Shares of any Series previously issued and reacquired by the Trust, into Shares of one or more other Series that may be established and designated from time to time.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Payments for Shares The Custodian shall receive from the distributor for the Fund's Shares or from the Transfer Agent of the Fund and deposit into the Fund's account such payments as are received for Shares of the Fund issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of the Fund.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Subscription for Shares 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price equal to $______ USD per Share. Upon execution, the subscription by the Subscriber will be irrevocable. 1.2 The purchase price is payable by the Subscriber contemporaneously with the execution and delivery of this Subscription Agreement. 1.3 Upon execution by the Company, the Company agrees to sell such Shares to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Shares as it may, in its sole discretion, deem necessary or desirable. 1.4 Any acceptance by the Company of the Subscriber is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is a resident. Each Subscriber will deliver to the Company all other documentation, agreements, representations, and requisite government forms required by the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber. The Company will not grant any registration or other qualification rights to any Subscriber.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

  • Shares The term “

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