Payments to Optionholders. Notwithstanding anything to the contrary in this Agreement, the Representative agrees to promptly deliver to the account or accounts of one or more of Parent, the Surviving Corporation or its Subsidiaries, as instructed by Parent, all amounts paid to the Representative on behalf of the Optionholders pursuant to this Agreement, and Parent agrees to cause the Surviving Corporation and/or its Subsidiaries to promptly pay such amounts to the Optionholders in cash, through Parent’s, the Surviving Corporation’s or one of its Subsidiaries’ payroll systems or otherwise, less applicable withholding taxes, in each case allocated in accordance with the Representative’s instructions.
Payments to Optionholders. Notwithstanding anything herein to the contrary, any portion of the payments or disbursements to be made to the Securityholder Representative hereunder which are ultimately payable to the Optionholders pursuant to the Purchase Agreement shall be contributed to the Company, and the Company shall pay such amounts (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the applicable Optionholders on or before the next regularly scheduled payroll date following such contribution. To the extent any Joint Written Notice instructs the Escrow Agent to make disbursements to the Securityholder Representative, such Joint Written Notice shall also state the aggregate amount payable to the Optionholders, which amount shall be disbursed to the Company pursuant to this Section 3.15.
Payments to Optionholders. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, in no event shall any Tax Benefit Payment be made to an Optionholder with respect to those Option Shares that are subject to that portion of an Option that has vested as of the applicable Payment Date in accordance with the terms of the award agreement pursuant to which the Option was granted to the Optionholder but has not been exercised.
Payments to Optionholders. Buyer or the Representative, as applicable, shall deliver to the Surviving Corporation any amounts that are payable to any Optionholder under this Agreement. The Surviving Corporation agrees that (a) within five (5) Business Days of receipt of any such amounts, or such later date as such payment becomes due pursuant to the terms and conditions of this Agreement, the Surviving Corporation shall pay such amounts to the applicable Optionholders, in the amounts specified in accordance with this Agreement, net of any required withholding Taxes, and (b) the Surviving Corporation shall, or shall cause its Subsidiaries to, timely deposit and report such withholding Taxes.
Payments to Optionholders. As soon as practicable following the Effective Time, but in any event within five (5) Business Days thereafter, the Surviving Corporation shall pay to each Optionholder an amount equal to the Closing Date Option Consideration multiplied by the number of Option Shares held by such Optionholder, in each case, as shall be set forth on the Payment Schedule.
Payments to Optionholders. The Surviving Corporation shall pay and deliver to such holders of Vested Options the portion of the Merger Consideration to which such holder is entitled under Section 2.6(b)(i)(A), as set forth on the Merger Consideration Allocation Schedule and subject to any applicable Tax withholding requirements in the next Company payroll following Closing.
Payments to Optionholders. At the Closing, Parent shall pay the Company the Option Cash Payment payable to the Optionholders (which the Company shall pay to the Optionholders, after deduction of applicable income and employment tax withholdings, as well as any other required withholdings, as soon as practical after the Closing).
Payments to Optionholders. As soon as practical after the Effective Time, Parent shall pay, or shall cause the Surviving Corporation to pay, each Optionholder the aggregate Closing Per Option Consideration payable to such Optionholder (after deducting applicable income and employment tax withholdings, as well as any other required withholdings).
Payments to Optionholders. Immediately after Completion:
4.4.1 the Executive Vendor and Xxx Xxxxx (as the only directors of the Company) and the Vendors (as the sole registered shareholders of the Company) shall (and the parties shall use all reasonable endeavours to procure that the Auditors shall) approve and execute the Whitewash Documents; then
4.4.2 the Executive Vendor shall execute the Optionholders Agreement on behalf of the Company; and then
4.4.3 the Purchaser shall procure that the Company shall pay by CHAPS automated transfer for value on the day of Completion L2,367,559.19 (being the aggregate of the consideration payable to the Optionholders under clause 3.1 of the Optionholders Agreement, after all deductions under clause 3.2 of the Optionholders Agreement) to the Vendors' Solicitors in accordance with the terms of the Optionholders Agreement.
Payments to Optionholders. Purchaser covenants and agrees that Purchaser shall cause the Company to pay through the Company’s payroll system within three (3) Business Days following the Closing the amounts due in respect of Company Options under the terms of this Agreement to the Optionholders that are current or former employees of the Company.
