Payment of Transaction Payment Sample Clauses

Payment of Transaction Payment. (i) If all of the consideration payable to the Corporation or to the Corporation’s stockholders consists of cash, then the Preferred Stock Transaction Payment shall be paid in cash. If any consideration consisting of securities or property other than cash is Issued or payable to the Corporation or to the Corporation’s stockholders in the Acquisition Transaction, then the Preferred Stock Transaction Payment shall be paid to the holders of each series of Preferred Stock to whom any Preferred Stock Transaction Payment is to be paid in such portions of cash and such property and securities such that all holders of such series of Preferred Stock and Common Stock shall receive the same proportion of cash and such property and securities in respect of the amounts to which they are entitled to receive pursuant to Section C.of this. Any securities utilized to make the Preferred Stock Transaction Payment, if any, shall have the same rights, preferences and restrictions (including whether the issuance or sale of such securities is registered or entitled to registration rights under the Securities Act of 1933, as amended) as the securities Issued or payable in the Acquisition Transaction.
Sample 1
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Payment of Transaction Payment. Except as provided in the immediately succeeding sentence, the Transaction Payment shall be paid in cash. If securities of the acquiring entity are Issued to the holders of the Corporation's Common Stock in the Liquidity Event (the "Acquiring Stock"), the Transaction Payment shall be paid in such portions of cash and Acquiring Stock as shall be determined by the Majority Interest of the holders of the shares of Series F Preferred Stock, in their sole discretion. The Acquiring Stock utilized to make the Transaction Payment, if any, shall have the same rights, preferences and restrictions (including whether the issuance or sale of such Acquiring Stock is registered or entitled to registration rights under the Securities Act of 1933, as amended), and shall have an equivalent value for purposes of determining the number of shares required to be Issued hereunder, as the Acquiring Stock Issued to the holders of the Corporation's Common Stock in the Liquidity Event. If the Acquiring Stock is valued by the parties to the Liquidity Event, the value so agreed upon shall control for purposes of determining that amount of the entire consideration in the transaction, the Transaction Payment and the payments thereof. If the Acquiring Stock is not so valued, the value determined in good faith by the Board as the fair value of such stock shall control for purposes of determining the amount of the entire consideration in the transaction, the Transaction Payment and the payment thereof. Upon the payment in full of the Transaction Payment, shares of Series F Preferred Stock shall be deemed retired and no longer outstanding and the holders of shares of Series F Preferred Stock shall not be entitled to any further rights in respect therein.
Sample 1

Related to Payment of Transaction Payment

  • Payment of Transaction Expenses The Parties acknowledge the payment by the Partnership, in connection with the transactions contemplated hereby and by the Registration Statement, of estimated transaction expenses in the amount of approximately $2.3 million (exclusive of the Underwriters’ Spread and the Structuring Fee).

  • Payment of Transfer Taxes Buyer will be responsible for any sales tax and/or transfer tax due as a result of the transfer of assets pursuant to this Agreement.

  • Settlement of Transactions (a) Subject to Section 3 and Section 4.2, J.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.X. Xxxxxx to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.X. Xxxxxx, and the risk of loss arising from any such action will be borne by the Customer. If the Customer’s counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, J.X. Xxxxxx will notify the Customer of such failure. If the Customer’s counterparty continues to fail to deliver the expected consideration, J.X. Xxxxxx will provide information reasonably requested by the Customer that J.X. Xxxxxx has in its possession to allow the Customer to enforce its rights against the Customer’s counterparty, but neither J.X. Xxxxxx nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

  • Support of Transaction Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.

  • Expenses of Transaction Whether or not the Contemplated Transactions are consummated, except as otherwise specifically provided for in this Agreement, each of the parties hereto will assume and bear all expenses, costs and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation and execution and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions.

  • TIMING OF TRANSACTIONS Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the "Exchange") and the Company are open for business (each, a "Business Day"), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer agent by 9:30 a.m. Eastern time on the next Business Day will be executed at the net asset value determined as of the Close of Trading on that Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds' transfer agent after 9:30 a.m. Eastern time on the next Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds' transfer agent pursuant to the provisions set forth above is referred to herein as the "Trade Date". All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

  • As Of Transactions For purposes of this Article M, the term “

  • Closing of Transaction The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.

  • Limitation of Transactions Subordination 16 SECTION 6.1

  • Down Payment The Mortgagor has contributed at least 5% of the purchase price for the Mortgaged Property with his/her own funds.

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