Payment to Shareholders Sample Clauses

Payment to Shareholders. At Closing, Buyer shall pay to the Shareholders (in accordance with the Allocation Schedule) by wire transfer of immediately available funds an aggregate amount (the “Closing Cash Payment”), equal to the result of: (i) the Purchase Price; minus (ii) the Escrow Amount; minus (iii) the Shareholders’ Defense Amount; minus (iv) the Representation and Warranty Insurance Premium Amount; minus (v) the Estimated Closing Payments; plus (vi) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Target Working Capital Amount, OR minus the amount, if any, by which the Target Working Capital Amount exceeds the Estimated Net Working Capital Amount. It is acknowledged and agreed that upon making the payments set forth in this Section 2.3 in accordance with the Payoff Letters and the Allocation Schedule, Buyer shall have satisfied its obligations to pay the Purchase Price pursuant to this Agreement.
Sample 1
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Payment to Shareholders. SI shall, immediately after the Closing Date, send to each holder of shares of Surviving Corporation Common Stock a transmittal letter satisfactory to SI and Escrow Agent instructing such holder how to tender such holder's shares after the Effective Time. During the period commencing with the first business day following the Effective Time and continuing for six months after the Effective Time (the "Surrender Period"), each such holder of shares of Surviving Corporation Common Stock shall have the right to surrender for cancellation the certificate or certificates representing such shares to the Escrow Agent. Attached hereto as SCHEDULE 1 (based on the Payment Schedule and approved by SI, SA and Surviving Corporation) is a list of all holders of Surviving Corporation Common Stock showing the certificate number, the number of Shares represented by such certificate, each holder's share of the Escrowed Funds, the amount of tax to be withheld, if any, and the net amount payable to each such holder. Upon surrender of any such certificate or certificates, such holder shall have the right to receive payment of the cash consideration for such shares in the amount set forth on the Payment Schedule, less amounts to be held in the Escrow subject to Article 7 of the Merger Agreement (the "Indemnification Funds"). If any cash consideration is to be paid to a person other than the person to whom the certificate surrendered in exchange therefor is registered, it shall be a condition of the payment that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to Escrow Agent any applicable transfer or other taxes required by reason of the transfer. The Escrow Agent shall accept, in lieu of the surrender of certificates representing shares of Surviving Corporation Common Stock as provided above, affidavits of the holders of any such shares that such certificates were lost, stolen or mutilated, together with such documentation and indemnification from such holders substantially in the form attached hereto as EXHIBIT A. Upon delivery of the appropriate documents as provided above to the Escrow Agent, the Escrow Agent shall, as soon as practicable, but no later than August 22, 1997 (or, if delivery is made on or after August 22, 1997, the next business day after delivery or the second business day following delivery of Schedule 1, whichever is later), deposit in the U.S. mails address...
Sample 1
Payment to Shareholders. (i) For purposes of this Section 3.3, “Upward Adjustment Amount” means the sum of (A) the amount, if any, by which the Actual Cash exceeds the Estimated Cash, plus (B) the amount, if any, by which the Estimated Transaction Expenses exceeds the Actual Transaction Expenses, plus (C) the amount, if any, by which the Estimated Indebtedness exceeds the Actual Indebtedness plus (D)
Sample 1
Payment to Shareholders. Any payments or other distributions made to the Shareholders pursuant to Section 4.1.1 shall be made pro rata in accordance with the relative number of shares of the Company’s common stock (Class A and Class B) held by each Shareholder as of the last day of any applicable period. To the extent practicable and to the extent consistent with applicable law, payments or other distributions made to the Shareholders pursuant to Section 4.1.1 will be treated as Post-Termination Distributions for U.S. federal income tax purposes.
Sample 1
Payment to Shareholders. In consideration for the Company Stock, at the Closing, Purchaser shall deliver to Shareholders an aggregate amount of cash and stock as set forth in (ii) and (iii) below ("Purchase Price"). The Purchase Price shall be delivered to Shareholders through a combination of cash and shares of the Purchaser's Common Stock (the "Purchaser Stock"), as more specifically set forth below.
Sample 1
Payment to Shareholders. The consideration to be received by the Shareholders in exchange for the Shares shall be the following, which shall be apportioned among them in accordance with Schedule 2.1(a) hereto: (i) an aggregate of $11,200,000, payable in cash at the Closing by wire transfer to the accounts specified by the Shareholders; (ii) an aggregate of 350,000 shares (the "Dynamex Shares") of the common stock, $.01 par value (the "Common Stock"), of Purchaser, to be issued and delivered to the Shareholders at the Closing; (iii) the "Earn-Out Payments", to be paid to the Shareholders as described in paragraph (b) below; and (iv) the "Top-Up Payment," to be paid to the Shareholders upon the circumstances described in paragraph (e) below. The aforementioned consideration to be received by the Shareholders and the Funded Indebtedness described in Section 2.4 shall be referred to collectively as the "Purchase Price".
Sample 1
Payment to Shareholders. (a) If: (i) the Optionholder or the Nominee (as applicable) sells or transfers any Option Shares (the subject of a prior Sale) to any entity other than a PG Fund or PG Entity in accordance with clause 5.3(b); and (ii) the aggregate of: (A) the consideration (per share) received by the Optionholder or the Nominee (as applicable) in respect of the relevant Option Shares; plus (B) the amount (per share) of any Capital Distributions received by the Optionholder or the Nominee (as applicable) in respect of the relevant Option Shares, (together the Bid Consideration), exceeds the Exercise Price, then the Optionholder must pay (or procure that the Nominee pays, if applicable) within 5 Business Days after receipt of the relevant consideration referred in clause 5.4(a)(ii)(A) to the Shareholder from whom it acquired the relevant Option Shares the greater of $0 and an amount calculated in accordance with the following formula: A = [(B — C) x S] — D where: A = the amount payable to the relevant Shareholder under this clause 5.4(a); AUSTRALIA\ATAYLO\659281157.29 S = the number of Option Shares sold or transferred by the Optionholder or the Nominee (as applicable) in accordance with clause 5.3(b); and (b) To the extent that the Bid Consideration is paid in cash denominated in a currency other than Australian dollars, the Bid Consideration (and the $30 million that is deducted at clause 5.4(a)) will be valued for the purposes of this clause 5.4 based on its Australian dollar equivalent applying the 5 day averaged currency exchange rate for the relevant foreign currency quoted on Reuters over the 5 days ending on the day prior to the receipt of the Bid Consideration by the Optionholder or the Nominee (as applicable). Any payment to the relevant Shareholders must be made in Australian dollars. (c) To the extent the Bid Consideration is paid in the form of securities in an entity listed on any securities exchange, the Bid Consideration (and the $30 million that is deducted at clause 5.4(a)) will be valued for the purposes of this clause 5.4 based on the volume weighted average price of the relevant securities over the 5 days ending on the day prior to the date issue of the relevant securities to the Optionholder or the Nominee (as applicable). If that price is quoted in a currency other than Australian dollars that price must be converted into Australian dollars in accordance with 5.4(b). (d) If clause 5.4(c) applies then the Optionholder or the Nominee (as applicable) may...
Sample 1
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Payment to Shareholders. At the Closing provided for below, the ----------------------- Company shall pay to the Shareholders or to such person or entity as the Shareholders may designate the aggregate amount of One Hundred Thousand and No/100 Dollars ($100,000.00) in cash (the "Settlement Amount"). Such amount will be in full and final satisfaction of all of the Company's obligations to the Shareholders and CFP, whether pursuant to the Preemptive Rights Agreement or otherwise, as more fully set forth herein. At the request of the Shareholders, such amount shall be paid in a single lump sum, to be divided among the Shareholders and CFP as they see
Sample 1

Related to Payment to Shareholders

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration. (b) Distributions pursuant to this Section 9.2 may be among the Shareholders of record of the applicable class or series of Shares at the time of declaring a distribution or among the Shareholders of record at such later date as the Trustees shall determine and specify. (c) The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or to meet obligations of the Trust, or as they otherwise may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. (d) Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes.

  • Shareholders’ Fees The Transfer Agent shall be entitled to charge the Fund’s shareholders directly, and may redeem shares of the Fund held in a shareholder’s Account to satisfy such charges, in accordance with the following provisions:

  • Reports to Shareholders The Trustees shall at least semi-annually submit to the Shareholders of each Series a written financial report of the transactions of the Trust and Series thereof, including financial statements which shall at least annually be certified by independent public accountants.

  • Communications to Shareholders Upon timely written instructions, PFPC shall mail all communications by the Fund to its shareholders, including: (i) Reports to shareholders; (ii) Monthly or quarterly dividend reinvestment plan statements; (iii) Dividend and distribution notices; (iv) Proxy material; and (v) Tax form information. PFPC will receive and tabulate the proxy cards for the meetings of the Fund's shareholders.

  • Agreement to Subscribe 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

  • Agreement to Subscribe Purchase Price (i) Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Act and/or Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Act; and (ii) Buyer hereby subscribes for up to 3,000 shares of Preferred at a value of $1,000.00 per each share of Preferred for an aggregate amount of $3,000,000.00USD which Preferred shall contain such terms, provisions, and conditions pursuant to the Certificate of Designation attached as Exhibit A to and forming an integral part of this Agreement. The Buyer shall pay to the Company $3,000,000.00 for 3,000 shares of Preferred on the date the Preferred is duly executed by the Company and received in escrow by the Buyer's counsel (the "Closing Date"). (iii) The Company shall grant to the Buyer the following Warrants ("Warrants") to purchase up to an aggregate of 150,000 Shares of the Company, with each Warrant entitling the Buyer to purchase one Share at a warrant exercise price of Two Dollars and 50/100 ($2.50) per Share expiring three (3) years after the Closing Date and Warrants to purchase up to an aggregate of 200,000 shares of the Company with each Warrant entitling the Buyer to purchase one Share at a warrant exercise price of One Dollar and 875/1000 ($1.875) per Share expiring three (3) years after the Closing Date; (a) On the Closing Date and upon receipt by the Company of the Three Million and No/100 Dollars ($3,000,000) for the 3,000 Shares of Preferred, the Company shall issue to the Buyer a Warrant to purchase up to One Hundred and Fifty Thousand (150,000) Shares at an exercise price of Two Dollars and 50/100 ($2.50) per Share, and, the Company shall issue to the Buyer a Warrant to purchase up to Two Hundred Thousand (200,000) Shares at an exercise price of One Dollar and 875/1000 ($1.875) per Share with the term of each Warrant being for a period of three (3) years from the Closing date; and Each Warrant shall be substantially in the form attached hereto as Exhibit B.

  • Payment of Expenses by Shareholders The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

  • Redemption by Shareholder (a) Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same and subject to the 1940 Act, each holder of Shares of a particular Series or Class thereof shall have the right at such times as may be permitted by the Trust to require the Trust to redeem (out of the assets belonging to the applicable Series or Class) all or any part of his Shares at a redemption price equal to the Net Asset Value per Share of that Series or Class next determined in accordance with Section 7.4 after the Shares are properly tendered for redemption, less such redemption fee or other charge, if any, as may be fixed by the Trustees. Except as otherwise provided in this Trust Instrument, payment of the redemption price shall be in cash; provided, however, that to the extent permitted by applicable law, the Trustees may authorize the Trust to make payment wholly or partly in securities or other assets belonging to the applicable Series at the value of such securities or assets used in such determination of Net Asset Value. Subject to the foregoing, the fair value, selection, and quantity of securities or other assets so paid or delivered as all or part of the redemption price may be determined by or under the authority of the Trustees. In no case shall the Trust or the Trustees be liable for any delay of any Person in transferring securities selected for delivery as all or part of the redemption price. (b) Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series or Class to require the Trust to redeem Shares of that Series or Class during any period or at any time when and to the extent permissible under the 1940 Act. (c) If a Shareholder shall submit a request for the redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

  • Indemnification by Shareholders Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”

  • Lost Shareholders GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.

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