Procedure for Payment Sample Clauses
Procedure for Payment. Whenever a payment for fractional Rights, Preferred Shares or Common Shares is to be made by the Rights Agent pursuant to this Agreement, the Company will (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments; and (ii) provide sufficient monies to the Rights Agent to make such payments. The Rights Agent will be fully protected in relying upon such certificate and will have no duty with respect thereto, and will not be deemed to have knowledge of any payment for fractional Rights, Preferred Shares or Common Shares pursuant to this Agreement unless and until the Rights Agent has received such certificate and sufficient monies.
Procedure for Payment. To obtain indemnification for Liabilities under this Agreement, the Indemnitee shall submit to the Company a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether, and to what extent, the Indemnitee is entitled to indemnification and payment hereunder. The Secretary of the Company, or such other person as shall be designated by the Board of Directors, promptly upon receipt of a request for indemnification shall advise the Board of Directors, in writing, of such request. Any indemnification payment due hereunder shall be paid by the Company no later than five (5) business days following the determination, pursuant to this Article VI, that such indemnification payment is proper hereunder.
Procedure for Payment. To obtain indemnification for Liabilities under this Agreement, the Indemnitee shall submit to the Company a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification and payment hereunder. The Secretary of the Company, or such other person as shall be designated by the Board, shall promptly advise the Board in writing of such request for indemnification. Any indemnification payment due hereunder shall be paid by the Company no later than five (5) business days following the determination, pursuant to this Article VI, that such indemnification payment is proper hereunder.
Procedure for Payment. (i) Immediately after the Effective Time, (A) SSI will furnish to the Exchange Agent a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of SSI Shares equal to the product of (I) that number of SSI Shares referred to in ss. 2(d)(v)(A) above multiplied by (II) the number of outstanding CRA Shares, (B) SSI will cause the Exchange Agent to mail a letter of transmittal for the holder to use in surrendering the certificates which represented his or its CRA Shares in exchange for a certificate representing the number of SSI Shares to which that holder is entitled; PROVIDED, that certificates surrendered for exchange by any Person constituting an "affiliate" of CRA for purposes of Rule 144(c) under the Securities Act shall not be exchanged for certificates representing SSI Shares until SSI shall have received from such Person any documents referred to in ss.6(a) below, if any, requiring delivery or execution by such Person, and (C) SSI shall pay an amount equal to the cash portion of the Merger Consideration per CRA Share times the number of outstanding CRA Shares into an account designated by the Exchange Agent.
(ii) SSI will not pay any dividend or make any distribution on SSI Shares (with a record date at or after the Effective Time) to any record holder of outstanding CRA Shares until the holder surrenders for exchange that holder's certificates which represented CRA Shares. SSI instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. SSI may cause the Exchange Agent to invest any cash the Exchange Agent receives from SSI as a dividend or distribution in one or more permitted investments determined by SSI; PROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CRA Shares as necessary. SSI may cause the Exchange Agent to pay over to SSI any net earnings with respect to the investments, and SSI will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CRA Shares be entitled to any interest or earnings on the dividend or distribution pending surrender for exchange of his or its certificates which represent CRA Shares.
(iii) SSI may cause the Exchange Agent to return any SSI Shares and dividends and distributions thereon remaini...
Procedure for Payment. (i) Immediately after the Effective Time, (A) Parent will cause the Surviving Corporation to deliver to Empire (the "Paying Agent") the Merger Cash (the "Payment Fund") and (B) Parent will cause the Paying Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit D, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-8 or W-9, to each record holder of outstanding Empire Shares for the holder to use in surrendering the certificates which represented his or its Empire Shares against payment of the Merger Consideration. No interest will accrue or be paid to the holder of any outstanding Empire Shares. Pending payment of the Payment Fund to the Empire Stockholders, the Paying Agent shall maintain the Payment Fund in cash or cash equivalent investments, and may cause the Paying Agent to pay over to the Surviving Corporation any net earnings with respect to the investments.
(ii) Upon surrender to the Paying Agent of any certificate representing Empire Shares (each an "Empire Certificate") for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Empire Shares shall be entitled to receive in exchange for his or its Empire Certificate the Merger Consideration payable to such Holder (except for such Empire Stockholder's share of Merger Shares, which shall be deposited with the Escrow Agent). Upon delivery of such payment to the Empire Stockholder, the Empire Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Empire Certificate will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, which shall be paid in full upon surrender of such Empire Certificate or affidavit of lost certificate as described below, to evidence the ownership of the number of full Merger Shares and the cash consideration described as part of the Merger Consideration.
(iii) If any Empire Certificates shall have been lost, stolen or destroyed, Parent shall cause to be issued in exchange for such lost, stolen or destroyed Empire Certificates, upon the making of an affidavit of that fact by the holder thereof in form acceptable to Parent, such Merger Consideration as may be required pursuant to Section 1.3(e); provided, however, that any such affida...
Procedure for Payment. (i) Immediately after the Effective Time Buyer will furnish to Durham, Evans, Jones & Pinegar, P.C. (xxx "Exxxxxxx Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration").
(ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Shares for the holder to use in surrendering the certificates which represent his or its Papyrus Shares in exchange for the Merger Consideration payable to such holder.
(iii) Upon surrender to the Exchange Agent of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the...
Procedure for Payment. In accordance with 2.06B, Comal County Auditor will send an invoice to WORD, which shall include, but not be limited to, a listing of hours worked by type of employee, the rate charged for the employee’s work, and the hours worked. Contractor shall keep all records to substantiate the Contractor’s billing, which shall be made available to WORD for inspection. WORD shall review each monthly billing and provide payment to Contractor within thirty (30) days of receipt of the invoice.
Procedure for Payment. (i) Immediately after the Effective Time, (A) the Buyer will furnish to an exchange agent selected by it ("EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Preferred Shares equal to the product of (I) the Conversion Ratio times (II) the number of outstanding Target Units (other than any Buyer-owned Units) and (B) the Buyer will mail a letter of transmittal (with instructions for its use) each record holder of outstanding Target Units for the holder to use in surrendering the certificates which represented his or its Target Units in exchange for a certificate representing the number of Preferred Shares to which he or it is entitled.
(ii) The Buyer will not pay any dividend or make any distribution on Preferred Shares (with a record date at or after the Effective Time) to any record holder of outstanding Target Units until the holder surrenders for exchange his or its certificates which represented Target Units. The Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange.
(iii) The Buyer may cause the Exchange Agent to return any Preferred Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding Target Units shall be entitled to look to the Buyer (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the Buyer Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates.
Procedure for Payment. To obtain indemnification for Liabilities under this Agreement, and to obtain indemnification for Expenses not paid in advance of the final disposition of any Proceeding pursuant to Article V, the Indemnitee shall submit to the Company a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether, and to what extent, the Indemnitee is entitled to indemnification and payment hereunder. The Secretary of the Company, or such other person as shall be designated by the Board of Directors, promptly upon receipt of a request for indemnification shall advise the Board of Directors, in writing, of such request. Any indemnification payment due hereunder shall be paid by the Company no later than five (5) business days following the determination, pursuant to this Article VI, that such indemnification payment is proper hereunder.
Procedure for Payment. All amounts due under this CCB shall be paid by the Borrower to the Lender, on each payment date, as set forth in Sections 4.2 and 4.3 below, or as a result of prepayment, as set forth in Sections 4.4, 4.5 and 4.6 below, or acceleration, as set forth in Section 9 below (and its sub-sections), in cash, by, subject to Section 4.1.1 below, debit, by the Lender, from the CCB Account, or any other account designated in writing by the Lender.] 24