Payment of Consideration. (a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Sulliden Shares, together with such other documents and instruments as would have been required to effect the transfer of the Sulliden Shares formerly represented by such certificate under the OBCA and the articles of Sulliden 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, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, a certificate representing the Rio Alto Shares and a certificate representing the SpinCo Shares that such holder is entitled to receive in accordance with Section 2.3 hereof. Any such certificate formerly representing Sulliden Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Sulliden Shareholder of any kind or nature against or in Sulliden, Rio Alto or SpinCo; and on such sixth anniversary, all Rio Alto Shares, SpinCo Shares and cash to which such former Sulliden Shareholder was entitled shall be deemed to have been surrendered to Rio Alto or SpinCo, as applicable.
(b) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.5(a) hereof, each certificate that immediately prior to the Effective Time represented one or more Sulliden Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the Rio Alto Shares and a certificate representing the SpinCo Shares that the holder of such certificate is entitled to receive in accordance with Section 2.3 hereof.
(c) No holder of Sulliden Shares, Sulliden Options, Sulliden Warrants, Sulliden DSUs or Sulliden RSUs shall be entitled to receive any consideration with respect to such Sulliden Shares, Sulliden Options, Sulliden Warrants, Sulliden DSUs or Sulliden RSUs, other than any Considerationconsideration to which such holder is entitled to receive in accordance with Section 2.3 and this Section 5.5 and, for greater certainty, no such holder with be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.
Payment of Consideration. (a) Following receipt of the Final Order and prior to the filing of the Articles of Arrangement: (i) the Purchaser shall deposit or cause to be deposited with the Depositary for the benefit of each holder of Company Shares and Qualifying Holdco Shares entitled to receive cash pursuant to Sections 2.3(h) to 2.3(k), the amount of cash equal to the cash payments contemplated in Sections 2.3(h) to 2.3(k), with the amount per Company Share in respect of which Dissent Rights have been exercised being deemed to be the Cash Consideration, for the benefit of the holders of Company Shares and Qualifying Holdco Shares; and (ii) Purchaser shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of the Shaw Family Shareholders entitled to receive Purchaser Shares pursuant to Section 2.3(j) and Section 2.3(k), certificates representing the number of Purchaser Shares that such Shaw Family Shareholders are entitled to receive pursuant to Section 2.3(j) and Section 2.3(k). The cash deposited with the Depositary shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of the Purchaser.
(b) Upon the surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares or Qualifying Holdco Shares, as applicable, that were transferred pursuant to Sections 2.3(h) to 2.3(k), together with a duly completed and executed Letter of Transmittal, and such additional documents and instruments as the Depositary may reasonably require (or the Purchaser in respect of Qualifying Holdco Shares), each Company Share or Qualifying Holdco Share, as applicable, represented by such surrendered certificate shall be exchanged by the Depositary, and the Depositary shall deliver to the applicable holder of such Company Share or Qualifying Holdco Share as soon as practicable and in accordance with Sections 2.3(h) to 2.3(k), Section 4.1 and Section 4.2: (i) a cheque, wire transfer or other form of immediately available funds, representing the cash amount that such holder of Company Shares or Qualifying Holdco Shares, as applicable, is entitled to receive under the Arrangement; and (ii) one or more certificates representing the Purchaser Shares that such holder of Company Shares or Qualifying Holdco Shares, as applicable, is entitled to receive under the Arrangement.
(c) As soon as practicable after the Effective Time, the Company...
Payment of Consideration. The Purchaser shall, following receipt of the Final Order and immediately prior to the filing by the Company of the Articles of Arrangement with the Director, provide the Depositary with sufficient immediately available funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the aggregate Consideration as provided in the Plan of Arrangement.
Payment of Consideration. (a) On the Closing Date, the Operating Partnership shall, in exchange for the transfer of the Assets and the other deliveries from Owner at Closing, pay to Owner a number of OP Units, shares of Class A Common Stock, shares of Class B Common Stock and/or cash with an aggregate value equal to the Consideration. The number of OP Units, shares of Class A Common Stock, shares of Class B Common Stock and/or cash to be allocated to Owner shall be determined pursuant to Section 3(a), and Owner shall distribute such Consideration to its Participants, as contemplated thereby, as soon as practicable after the Closing Date.
(b) Only Participants in Owner who Owner reasonably believes, based on representations made by such Participants to Owner or other evidence, are Accredited Investors may receive OP Units or Common Stock hereunder.
(c) No fractional OP Units or shares of Common Stock shall be issued to a Participant pursuant to this Agreement. If aggregating all OP Units or shares of Common Stock that a Participant would otherwise be entitled to receive hereunder would require the issuance of a fractional OP Unit or a fractional share of Common Stock, in lieu of such fractional OP Unit or fractional share of Common Stock, such Participant shall be entitled to receive one OP Unit or one share of Common Stock for each fractional OP Unit or share of Common Stock of 0.50 or greater. Neither the Operating Partnership nor the Company will issue an OP Unit or share of Common Stock, respectively, for any fractional share of OP Unit or Common Stock, respectively, of less than 0.50.
(d) As soon as practicable following the determination of the Consideration and prior to the Closing, all calculations relating to Consideration shall be performed in good faith by, or under the direction of, the Company and the Operating Partnership, and, absent manifest error, shall be final and binding upon Owner and its Participants.
(e) The parties acknowledge that the transfer to Owner (for distribution to its Participants) pursuant to this Agreement of (i) OP Units shall be evidenced by an amendment to the Operating Partnership’s Partnership Agreement admitting Participants receiving OP Units pursuant to the terms hereof as limited partners (the “Amendment”) and (ii) Common Stock shall be evidenced through the electronic registration of such Common Stock with the Depository Trust Company, a New York corporation (“DTC Registered REIT Stock”) (except that the Class B Common Stock may be evide...
Payment of Consideration. The Purchase Price, subject to post-Closing adjustment, shall be paid as follows:
(a) Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery of the Shares, (i) cash in the amount of RMB 20,000,000 (the “Closing Cash Payment”) shall be delivered to Sellers at the Closing, and (ii) 2,000,000 Buyer Shares (the “Deferred Closing Stock Payment”), the value of which the Parties hereby agree to be RMB 40,000,000, shall be delivered to Sellers within ninety (90) days of the Closing Date, provided, however, that if the issuance of the Deferred Closing Stock Payment has to be approved by Buyer’s shareholders (the “Buyer’s Shareholders’ Approval”), the Deferred Closing Stock Payment shall be delivered to Sellers within fifteen (15) days after the Buyer’s Shareholders’ Approval has been received.
(b) Upon the terms and subject to the conditions of this Agreement, on the Second Payment Date (as defined below), Buyer shall make a cash payment (the “Second Payment“), the amount of which shall be the result of RMB 28,000,000 minus the amount described in Section 2.6 (a)(v) (the “2021 Adjustment Amount” which may be a positive or negative number), to Sellers.
(c) Upon the terms and subject to the conditions of this Agreement, to the extent the Accelerated Earnout Payment is not made pursuant to Section 2.6(a)(v)(B) and there is no Performance Failure (as defined in Section 2.6(a)(v)(D)), on the Third Payment Date (as defined below), Buyer shall make a cash payment (the “Third Payment “), the amount of which shall be the result of RMB 28,000,000 minus the amount descried in Section 2.6 (b)(v) (the “2022 Adjustment Amount” which may be a positive or negative number), to Sellers.
Payment of Consideration. Purchaser will timely deposit the cash portion of the Purchase Price as adjusted in accordance with the provisions of this Contract with the Title Company.
Payment of Consideration. The Consideration shall be paid to the Contributor in the following manner:
(a) The Acquiror shall receive a credit against the Consideration in an amount equal to the Contributor's closing costs assumed and paid for by the Acquiror pursuant to Section 6.4 hereof.
(b) The Acquiror shall receive a credit against the Consideration in an amount equal to the outstanding balance (principal, interest, fees and the like), as of the date of Closing, of the existing mortgage loan encumbering the Property as such balance is evidenced by a letter from the lender, which loan the Acquiror shall take subject to or, if requested, assume.
(c) The Acquiror shall receive a credit against the Consideration in an amount equal to the outstanding balance (principal, interest, fees and the like), as of the date of Closing, of the Contributor's loan to Xxxxxxxxxxx Enterprises, Ltd. as such balance is evidenced by a letter from the lender, which loan the Acquiror shall assume.
(d) The Acquiror shall pay the balance of the Consideration, as adjusted by the prorations pursuant to Section 6.5 hereof, in the form of units of limited partnership interest in the Acquiror (the "LP Units"). The parties agree that the transfer of the assets to the Acquiror pursuant to this Agreement shall be treated for federal income tax purposes as a contribution of such assets solely in exchange for a partnership interest in Acquiror that qualifies as a tax-free contribution under Section 721 of the Internal Revenue Code of 1986, as amended.
Payment of Consideration. (a) At or prior to the Effective Time, the Purchaser shall deposit, or arrange to be deposited, for the benefit of holders of Common Shares cash with the Depositary in the aggregate amount equal to the payments in respect thereof required by Sections 2.3(e) and (f) of this Plan of Arrangement, with the amount per Common Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration per Common Share for this purpose, net of applicable withholdings. The cash deposited with the Depositary by or on behalf of the Purchaser shall be held in an interest bearing account, and any interest earned on such funds shall be for the account of the Purchaser.
(b) At or prior to the Effective Time, the Company shall deposit, or arrange to be deposited, for the benefit of holders of Warrants, cash with the Depositary in the aggregate amount equal to the payments in respect thereof required by Section 2.3(c) of this Plan of Arrangement. The cash deposited with the Depositary by or on behalf of the Company shall be held in an interest bearing account, and any interest earned on such funds shall be held for the account of the Company.
(c) As soon as practicable after the Effective Date, the Company shall pay the amounts, net of applicable withholdings, to be paid to holders of Options, either (i) pursuant to the normal payroll practices and procedures of the Company, or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company is not practicable for any such holder, by cheque (delivered to such holder of Options, as applicable, as reflected on the register maintained by or on behalf of the Company in respect of the Options).
(d) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Warrants that were transferred pursuant to Section 2.3(c), together with a duly completed and executed Warrant Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of the Warrants represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash which such holder has the right to receive under the Arrangement for such Warrants less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.
(e) Upon surrender to the Depositary for cancella...
Payment of Consideration. The Company shall have received the full amount of the Aggregate Purchase Price for the Securities being purchased hereunder at the Closing.
Payment of Consideration. The Investors shall have delivered the consideration specified in Section 1.1.
