Payment of Cash. At or promptly after the Effective Time, Canco shall deposit with the Depositary, for the benefit of the holders of Holdco Shares, Shares, Options and Share Purchase Rights who will receive cash in connection with the Arrangement, cash in an amount sufficient to satisfy all of the cash payment obligations to Holdco Shareholders and Shareholders in connection with the acquisition of Holdco Shares and Shares pursuant to the Arrangement (together with any unpaid dividends or distributions declared on the Shares, if any, prior to the Effective Time) and to holders of Options or Share Purchase Rights required pursuant to Section 2.2(e) or otherwise under this Plan of Arrangement. Upon surrender to the Depositary for transfer to Canco of a certificate which immediately prior to or upon the Effective Time represented Holdco Shares or Shares in respect of which the holder is entitled to receive cash under the Arrangement, together with (i) a duly completed Letter of Transmittal and Election Form or Holdco Letter of Transmittal and Election Form, (ii) such other documents and instruments as would have been required to effect the transfer of the Holdco Shares or Shares formerly represented by such certificate under the Act and the by-laws of the Corporation, and (iii) such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder, the amount of cash such holder is entitled to receive under the Arrangement (together with any unpaid dividends or distributions declared on the surrendered Shares or Shares owned by the relevant Holdco, if any, prior to the Effective Time), and any certificate so surrendered shall forthwith be transferred to Canco. No interest shall be paid or accrued on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Shares. In the event of a transfer of ownership of such Shares or Holdco Shares that was not registered in the securities register of the Corporation or Holdco, as the case may be, the amount of cash payable for such Shares under the Arrangement may be delivered to the transferee if the certificate representing such Shares or Holdco Shares is presented to the Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable sto...
Payment of Cash. On the Closing Date and subject to the terms and conditions of this Agreement, the Purchaser shall pay to the account of the Vendors by wire transfer the full amount of the Purchase Price, as adjusted, to the trust account of the Vendors’ Solicitors.
Payment of Cash. Your Option may be exercised by payment of the option price in cash (including cash equivalents, such as check, bank draft, money order, or wire transfer to the order of the Company).
Payment of Cash. Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any cash amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.
Payment of Cash. Notwithstanding anything else in this Article 12 to the contrary (including Sections 12.3 and 12.4), in the event of a Change of Control, and in each case in which Stockholders receive cash, cash equivalents or marketable securities for the sale or transfer of the Company's Voting Securities, then the holders of the Class D Preferred Stock and Class E Preferred Stock shall be paid cash upon exercise of a Put Right and shall not be issued Subordinated Put Notes in lieu of cash.
Payment of Cash. If the Company elects to deliver the Cash Amount as provided in Section 3.02, then upon surrender of the Warrant Certificate in accordance with Section 3.03, the Company shall make prompt payment of the Cash Amount in same day funds to the account specified on the form of election on the reverse of or attached to the Warrant Certificate.
Payment of Cash. The Buyer shall deliver to the Seller cash, by wire transfer to an account or accounts designated by the Seller at least one Business Day prior to the Closing, in an amount equal to the sum of: (i) one hundred percent (100%) of the New Vehicle Purchase Price; plus (ii) eighty percent (80%) of each of (A) the Demonstrator Purchase Price, (B) the Used Vehicle Purchase Price, (C) the Parts Purchase Price, (D) the Miscellaneous Inventories Purchase Price, (E) the Work in Progress Purchase Price, (F) the Fixtures and Equipment Purchase Price and (G) the Business and Intangibles Assets Purchase Price. As used herein, the term "BUSINESS DAY" shall mean a day other than a Saturday, Sunday or a day on which banks are required to be closed in the State of North Carolina.
Payment of Cash. At the Closing, against delivery to the Purchaser of certificates evidencing the Purchased Shares duly endorsed (or accompanied by duly executed stock transfer powers), the Purchaser will pay, by wire transfer of immediately available funds:
(1) the Cash Purchase Price, as follows:
(A) to such account or accounts as the Shareholders’ Representative specifies to the Purchaser in the Closing Payment Certificate, the aggregate amount required to pay and satisfy in full the Transaction Expenses;
(B) to such account or accounts as the Shareholders’ Representative specifies to the Purchaser in the Closing Payment Certificate, the aggregate amount required to pay and satisfy in full all change of control, profit-sharing or other payments due or otherwise payable at the Closing in the amount and to the Persons identified on Schedule 2.4(b)(1)(B); and
(C) to such account or accounts as the Shareholders’ Representative specifies to the Purchaser in the Closing Payment Certificate, to each Shareholder, an amount equal to the Per Share Consideration multiplied by the number of Shares owned by such Shareholder which are Purchased Shares; and
(2) to such account or accounts as the Shareholders’ Representative specifies to the Purchaser in the Closing Payment Certificate in accordance with instructions provided to the Company by holders of Debt of the Company and its Subsidiary, the aggregate amount necessary to satisfy and extinguish all Debt of the Company and its Subsidiary identified on Schedule 2.4(b)(2), including all principal, accrued interest, penalties and premiums thereon through the date on which such Debt is satisfied and extinguished, as set forth on the Closing Payment Certificate (the “Closing Debt Payment Amount”). Notwithstanding anything in the foregoing to the contrary, prior to the Closing, the Purchaser and the Shareholders will, each acting reasonably and in good faith, determine jointly the amount, if any, of any withholding Taxes required under the Code or any applicable law to be deducted and withheld from the Cash Purchase Price at Closing and the Purchaser will thereupon be entitled to deduct and withhold from the Cash Purchase Price any such amounts. To the extent that any such amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Shareholder or other Person in respect of which such deduction and withholding was made.
Payment of Cash. At each Closing of the redemption of the Redeemable Shares pursuant to the exercise of Redemption Rights by the Lateral Parties, the Company shall deliver to the appropriate Lateral Party the applicable Redemption Price by immediately available funds.
Payment of Cash. If the Exchange does not occur on or before the Exchange Date, the Parties will cause the Refinery Exchange Property to be appraised by an independent appraiser mutually acceptable to the Parties. The appraiser will be instructed to render an opinion as to the fair market value of the Refinery Exchange Property (the “Valuation Amount”), and such opinion will be binding on the Parties. Fertilizer Company will pay the Valuation Amount in cash to Refinery Company (the “Cash Payment”) within 30 days of receiving the appraiser’s report (the “Payment Date”). Upon making the Cash Payment, Fertilizer Company will have no further obligation to convey the Fertilizer Exchange Property to Refinery Company.
