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...
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)
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.
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.
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
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.
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...
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".
