Payout Schedule. (a) The Company shall deliver to Parent (i) at least two (2) Business Days prior to the Closing Date, a schedule (the “Cash Consideration Payout Schedule”) showing the allocation among the Company Equity Holders of the Cash Consideration calculated in accordance with Section 2.2(b), (ii) at least two (2) Business Days prior to the Closing Date, a schedule (the “Equity Consideration Payout Schedule”) showing the allocation among the Company Equity Holders of the Estimated Equity Consideration calculated in accordance with Section 2.2(b), (iii) at least two (2) Business Days prior to the date such amount is payable, a schedule (the “Adjustment Amount Payout Schedule”) showing the allocation among the Company Equity Holders of the Remaining Amount or Excess Amount (and the Adjustment Escrow Property deliverable in connection therewith), if any, calculated in accordance with Section 2.2(b) and Section 2.5, (iv) at least two (2) Business Days prior to the date such amount is payable, a schedule (the “NCP Contingent Payment Remaining Amount Payout Schedule”) showing the allocation among the Company Equity Holders of the NCP Contingent Payment Remaining Amount, if any, calculated in accordance with Section 2.2(b) and Section 2.5 and (v) at least two (2) Business Days prior to the date such amount is payable, a schedule (the “Earn Out Payout Schedule”) showing the allocation among the Company Equity Holders of the Earned Earn Out Units, if any, calculated in accordance with Section 2.2(b) and Section 2.6 and (vi) at least two (2) Business Days prior to the date such amount is payable a Schedule (the “Additional Escrow Payout Schedule”) showing the allocation among the Company Equity Holders of the Additional Escrow Remaining Amount, if any, calculated in accordance with Section 2.2(b). Each of the schedules described in clauses (i) through (vi) above shall be calculated in a manner consistent with the Estimated Closing Adjustment Statement, as it may be adjusted prior to the Closing in accordance with Section 2.5(a). No fractional shares of Surviving Pubco Common Stock or fractional Surviving Company Membership Units shall be issued pursuant to this Agreement and each Company Equity Holder who would otherwise be entitled to a fraction of a share of Surviving Pubco Common Stock or Surviving Company Membership Unit (after aggregating all fractional shares of Surviving Pubco Common Stock or Surviving Company Membership Units, as applicable, that otherwise would be re...
Payout Schedule. To SM Energy’s Knowledge, Exhibit B identifies each Well that is subject to a change of ownership at payout or other contractual trigger at payout, and the reduced interest of SM Energy therein, subject to any Permitted Encumbrances. Schedule 3.16 identifies the payout status for each Well as of June 1, 2016, for Xxxxx operated by SM Energy and as of the most recent statement received from the operator of each Well not operated by SM Energy. Other than as identified on Schedule 3.16, since October 1, 2016, SM Energy has not elected or been deemed to have elected to “non-consent,” or failed to participate in, the drilling or reworking of a Well, any seismic program or any other operation which would cause SM Energy to lose or forfeit any interests in the Xxxxx constituting part of the Assets under any applicable operating agreement.
Payout Schedule. When Event Organizers start processing payments from Registrants, they will not receive their first payout until 7–10 days after the first successful payment is received. The first payout usually takes a little longer in order to establish the payment processor account. Subsequent payouts are then processed according to the Event Organizer’s account payout schedule. Payouts of an Event Organizer’s available account balance are made daily and contain payments processed two business days prior (i.e., payments are available two days after they are processed). For example, payments received on a Tuesday are paid out by Thursday, and payments received on a Friday are paid out by Tuesday.
Payout Schedule. The shares shall be issued according to the following schedule: 1 January 2025: 50,000 shares 1 June 2025: 50,000 shares
Payout Schedule. The Bank will disburse funds to the User’s bank account according to the schedule the User selects (daily, weekly, or monthly). Users may request ad- hoc settlement at any time, by ACH transfer or by paper check. Regardless of the disbursement schedule selected by the User, the Bank will transfer funds to the User’s bank account no more than thirty (30) days after funds settle to the Bank, subject to any Reserve, as defined below, imposed under Section 14 below. If the Bank cannot transfer the funds to the User’s bank account (due to inaccurate or obsolete bank account information entered by the User, or for any other reason), MojoPay may refund the funds to the Purchaser or escheat them pursuant to Section 23 below. Neither the Bank, MojoPay, nor the Purchaser will have any liability to User for funds so refunded or escheated. Settlements to a bank account may be limited or delayed based on Your perceived risk and history with MojoPay. If You would like to request an increase to Your settlement limit, please contact MojoPay Support. Upon receiving this request, MojoPay will conduct a review of Your account. MojoPay will consider a variety of factors in making this decision and will make this determination at its sole discretion. Should MojoPay need to investigate or resolve any pending dispute related to Your Account, the Bank may defer payout or restrict access to Your funds for the entire time it takes Us to do so. The Bank may also defer payout or restrict access to Your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity. Furthermore, if MojoPay or the Bank suspects future Chargebacks or disputes because of Transactions to Your Account, the Bank may defer payout and/or restrict access to Your funds until MojoPay or the Bank reasonably believes, in their sole discretion, that the risk of receiving a Chargeback or dispute has passed. All settlements to Users are subject to review for risk and compliance purposes and can be delayed or postponed at MojoPay’s sole discretion.
Payout Schedule. (a) No later than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver (A) to Buyer a schedule showing (i) the number of Company Shares to be outstanding immediately prior to the Effective Time, (ii) the grant or issuance dates for such Company Shares and (iii) the owners thereof, which schedule shall be complete and accurate in all respects and (B) based on such schedule and the calculations set forth in the Estimated Closing Statement, to Buyer and the Exchange Agent a schedule, in a form reasonably acceptable to Buyer (the “Payout Schedule”) showing (i) the Applicable Percentage of the Closing Merger Consideration (divided into cash and Buyer Shares) to be distributed to each Pre-Closing Holder in respect of its Company Shares, (ii) the Applicable Percentage of each Pre-Closing Holder for purposes of determining any subsequent payments of Merger Consideration pursuant to the terms of this Agreement and (iii) the amount of Taxes (if any) required to be deducted or withheld under applicable Law with respect to such payments. Buyer shall be entitled to review, and the Company shall consider in good faith the reasonable comments of Buyer on, the draft Payout Schedule. Such Payout Schedule (as modified for any reasonable comments of Buyer) shall be final, binding and conclusive upon all Pre-Closing Holders. Buyer, the Surviving Corporation and the Exchange Agent and their respective Affiliates shall have no liability to any current, former or alleged Pre-Closing Holder for relying on or paying the Merger Consideration in accordance with the Payout Schedule.
Payout Schedule. At least two (2) Business Days prior to Closing, the Company shall prepare and deliver to the Payment Agent and Parent a schedule which shall set forth a calculation of (a) an amount equal to the Merger Cash less the Escrow Cash to be distributed to the Escrow Contributors, (b) by Escrow Contributor, an amount equal to the Merger Cash less the Escrow Cash to be distributed to each Escrow Contributor and (c) by Escrow Contributor, the percentage of the Escrow Fund and the Defense Fund each Escrow Contributor may be entitled to receive following the One Year Escrow Termination Time and the Two Year Escrow Termination Time pursuant to the Payment Agent Agreement and subject to Section 1.8(b), such calculations to be based on the updated information provided in the certificate of the chief executive officer of the Company to be delivered pursuant to Section 6.2(c)(ii).
Payout Schedule. Attached hereto as Schedule 7 is a schedule setting forth, based on the vested and unvested Company Interests outstanding as of the date hereof and the other data and assumptions reflected therein, and giving effect to the rights, preferences and privileges of the Company Equity Holders in connection with the Transactions, an illustrative allocation of the Merger Consideration among the Company Equity Holders (the “Illustrative Merger Consideration Payout Schedule”). The Company shall deliver to Thunder Bridge II, at least two (2) Business Days prior to the Closing Date, a schedule (the “Merger Consideration Payout Schedule”), in substantially the same format as the Illustrative Merger Consideration Payout Schedule and prepared in accordance with the same principles and methodologies used in the preparation thereof, showing the allocation among the Company Equity Holders of the Merger Consideration, including the allocation of Merger Consideration for distribution at Closing as the Reserve Consideration. No fractional shares of Surviving Pubco Common Stock or fractional Surviving Company Membership Units (including, for purpose of clarification, such shares or Surviving Company Membership Units as may be issuable pursuant to Section 2.5) shall be issued pursuant to this Agreement and each Company Equity Holder who would otherwise be entitled to a fraction of a share of Surviving Pubco Common Stock or Surviving Company Membership Unit, as the case may be (after aggregating all fractional shares of Surviving Pubco Common Stock or Surviving Company Membership Units, as applicable, that otherwise would be received by such holder), shall instead have the number of shares of Surviving Pubco Common Stock and Surviving Company Membership Units issued to such holder rounded in the aggregate to the nearest whole share of Surviving Pubco Common Stock.
Payout Schedule. Attainment of Plan % of Salary Awarded -------------------- ------------------- 130% 100% 125% 90% 115% 80% 100% 50% 90% 35% 80% 15% 75% 0% Results within the stated ranges will be scaled.
Payout Schedule. I elect to have the Shares distributed to me after the deferral period as follows: o lump sum; or o _______ equal annual installments (maximum of 5)[, with the first installment commencing on the calendar date specified above or the separation from the Board, whichever is applicable pursuant to Section 1 of this Election Form, and each subsequent installment thereafter paid on the anniversary of such specified calendar date or separation from the Board, whichever is applicable pursuant to Section 1 of this Election Form]. THIS ELECTION IS IRREVOCABLE AFTER DECEMBER 31, 20XX. OMH WILL PROVIDE YOU WITH A NEW ELECTION FORM FOR ANY FUTURE AWARDS UNDER THE PLAN. ACCORDINGLY, YOU MUST SUBMIT A NEW ELECTION FORM WITH RESPECT TO FUTURE AWARDS UNDER THE PLAN. I agree that this election is binding on me and my successors in interest. Also, I have read and understand this form and authorize OMH and its duly authorized representatives to take all necessary actions to implement the election made. DATED this ___ day of ___________________, 201_ ____________________________________________
