Payment of Cash Consideration. Immediately following the Effective Time, Purchaser shall deposit in trust with the Exchange Agent an amount in cash up to an amount equal to the Purchaser Share Price multiplied by the number of Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 1.5. As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of Company Shares converted into the right to receive the Cash Consideration pursuant to Section 1.3(a), upon surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such Company Shares for cancellation, a bank check for an amount equal to the Purchaser Share Price times the number of Company Shares so converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates for the Company Shares surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Payment of Cash Consideration. At the Closing, the Closing Date Cash Consideration (as defined below) shall be paid by wire transfer of immediately available funds in U.S. Dollars to an account or accounts designated by Seller, such designation to be made in writing at least three Business Days prior to the Closing Date.
Payment of Cash Consideration. Immediately prior to the Effective Time, C&N shall deposit with the Exchange Agent, in trust for the benefit of the holders of Monument Shares, an amount in cash equal to (i) the Cash Consideration to be paid to holders of Monument Shares to be converted into the right to receive the Cash Consideration as determined in Section 2.2(b); and (ii) the cash in lieu of fractional shares to be paid in accordance with Section 2.1(c). As soon as practicable following the Effective Time, each holder of Monument Shares that are to be converted into Cash Consideration, upon proper surrender to the Exchange Agent of one or more certificates for such Monument Shares for cancellation (to the extent not previously surrendered with a Form of Election), shall be entitled to receive (and the Exchange Agent shall deliver) a bank check for an amount equal to the Cash Consideration multiplied by the number of Monument Shares (including fractional shares) to be converted into Cash Consideration. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Monument Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Payment of Cash Consideration. At the Closing, the Buyer shall pay the Cash Consideration to each Seller in cash by federal or other wire transfer to the account previously designated by such Seller in writing in the proportions set forth in Schedule 2.1 as being payable to each Seller.
Payment of Cash Consideration. (a) At the Effective Time, Purchaser shall deposit with the Depositary, for the benefit of the holders of Limited Voting Shares (other than Kingdom, Foundation and FS Washington) and holders of Four Seasons Options (on behalf of Four Seasons) cash in the aggregate amount equal to the payments contemplated by Sections 3.1(d) and 3.1(h), as the case may be, and Four Seasons shall deposit with the Depositary cash in the aggregate amount equal to the payments contemplated by Section 3.1(b).
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented Limited Voting Shares that were transferred as provided in Sections 3.1(b) or 3.1(h), together with a duly completed Letter of Transmittal and with such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificate under the OBCA and the by-laws of Four Seasons, and 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 the cash payment (net of amounts required to be withheld pursuant to Section 5.4) which such holder is entitled to receive pursuant to Sections 3.1(b) or 3.1(h), as applicable, and the certificate so surrendered shall forthwith be cancelled.
(c) Subject to Section 5.3, Purchaser shall cause the Depositary, as soon as practicable and in any event within · days following the later of the Effective Date and the date of deposit with the Depositary of the documentation as provided in Section 5.1(b), to:
(i) forward or cause to be forwarded by first class mail (postage paid) to the holder at the address specified in the Letter of Transmittal; or
(ii) if requested by the holder in the Letter of Transmittal, make available at the Depositary for pick-up by the holder; or
(iii) if the Letter of Transmittal neither specifies an address nor contains a request as described in Section 5.1(c)(ii), forward or cause to be forwarded by first class mail (postage paid) to the holder at the address of such holder as shown on the share register maintained by or on behalf of Four Seasons as at the Effective Time;
Payment of Cash Consideration. If the Transaction is implemented pursuant to the Vodafone Scheme, payment of the Cash Consideration will be made at the Closing by wire transfer or intrabank transfer of immediately available funds to Seller or such other Person as Vodafone may direct to an account or accounts designated by Vodafone in writing, such designation to be made no later than the close of business on the third (3rd) Business Day prior to the Closing Date.
Payment of Cash Consideration. The Cash Consideration shall be due and payable at Closing by wire transfer of immediately available funds or as Seller shall otherwise designate in writing. At the Closing, the Cash Consideration due from Purchaser to Seller shall be reduced by the amount of the Deposit and Additional Deposit, if any.
Payment of Cash Consideration. The Closing Cash shall be paid at the Closing by wire transfer in the amounts and to the accounts of the Member Representative and the Company’s broker specified on Exhibit 3.2 (the “Payment Schedule”) on behalf of the Members. The Members hereby acknowledge and agree that the payment of the Closing Cash as set forth on the Payment Schedule shall fully satisfy the Purchaser’s obligations hereunder with respect to the payment of the Closing Cash.
Payment of Cash Consideration. The Cash Consideration shall be paid to the Selling Shareholders by means of wire transfers of immediately available funds to a trust account maintained by Company Counsel in accordance with wire instructions provided by such legal counsel. Promptly following the Closing Date, such Cash Consideration shall be disbursed by Company Counsel to accounts designated by the Selling Shareholders and the Option Holders. The Liquidation Amount will be paid to SALSA from the Cash Consideration and the amount of the Cash Consideration payable to each of the Selling Shareholders and the Option Holders shall be as set forth on Schedule 2.2 annexed hereto, and for an Option Holder in accordance with the Option Holder’s Letter. All incremental increases in the Fixed Consideration set forth above from the amounts originally set forth in the Purchase Agreement (the “Fixed Consideration Increases”) shall be allocated as follows: (i) SALSA and RMIT shall be entitled to receive their allocable portions of 100% of the Fixed Consideration Increases as Cash Consideration, and (ii) the Trust and the Option Holders shall receive its allocable portion of 100% of the Fixed Consideration Increases as Stock Consideration, all as set forth on Schedule 2.2 annexed hereto.
