Stockholder Payments Sample Clauses

Stockholder Payments. (a) Reasonably promptly after the date hereof, the Company shall mail to each Stockholder of record holding a Certificate and to each Stockholder holding Shares in book-entry form (“Book-Entry Shares”), and, in each case, whose Shares will be converted into the right to receive the consideration described in Section 2.6(a)(i), (i) a letter of transmittal substantially in the form attached as Exhibit B hereto and (ii) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for payment therefor. Upon proper surrender of any such Certificate or Book-Entry Share for cancellation to the Buyer in accordance with the surrender instructions, together with such completed letter of transmittal duly executed, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (as and when payable pursuant to the terms of this Agreement), an amount in cash equal to (A) the Per Share Merger Consideration multiplied by (B) the number of Shares formerly represented by such Certificate or Book-Entry Share, as applicable, without interest, and such Certificate or Book-Entry Share, as applicable, shall, upon such surrender, be cancelled.
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Stockholder Payments. (a) In consideration of the consummation of the Contemplated Transactions, each share of KCAP Common Stock issued and outstanding as of immediately prior to the Closing (including each KCAP Restricted Share that becomes fully vested immediately prior to the Closing in accordance with Section 2.5(b)), other than any such shares that are (i) owned or held, directly or indirectly, by any Subsidiary of KCAP or by BCP or (ii) held in treasury by KCAP (each such share, after giving effect to the exclusions in clauses (i) and (ii), a “KCAP Eligible Share”), shall be entitled to receive, subject to and in accordance with Section 2.2(c), an amount in cash equal to (A) the Closing Payment divided by (B) the aggregate number of KCAP Eligible Shares (the “Stockholder Payment”).
Sample 1
Stockholder Payments. The Paying Agent shall act as paying agent in effecting payments to the Participating Equityholders of the Aggregate Merger Consideration based on Schedule 1.1. Notwithstanding anything to the contrary contained in this Agreement, none of Buyer, Merger Sub or the Surviving Corporation shall have any liability to the Participating Equityholders or any other Person if there are any inaccuracies in the payments made in accordance with Schedule 1.1 or the payment instructions provided to the Company by the Representative or any Participating Equityholder. Representative, on behalf of the Participating Equityholders, shall be responsible for payment of the fees, costs and expenses of the Paying Agent, which fees, costs and expenses may be netted against payments made by the Paying Agent to the Participating Equityholders.
Sample 1
Stockholder Payments. Subject to the set off provisions contained in Section 8.3(d) hereof, Buyer shall pay to the Stockholders Agent, for and on behalf of the Stockholders, as contingent payments (the “Stockholder Payments”), an amount of cash determined and payable as follows:
Sample 1
Stockholder Payments. All payments of cash that Purchaser is required to make to the Stockholders under this Agreement, including under Sections 1.04(a), 1.05(d) or 1.06 shall be made in equal shares to each Stockholder by wire transfer of immediately available funds to the bank accounts set forth on Schedule 1.08 or to such other account as a Stockholder may provide.
Sample 1
Stockholder Payments. Any and all payments to be made to the Stockholders pursuant to this Agreement shall be allocated among such Stockholders in the percentages set forth next to the names of the Stockholders as set forth on SCHEDULE 2. All payments to Stockholders shall be made by check made payable to such Stockholders in the name and mailed to the address of such Stockholders set forth on SCHEDULE 2. To evidence their agreement, the parties have caused this Agreement to be executed on the date first written above. CITRIX SYSTEMS, INC. By: ------------------------------------------- Name: Title:
Sample 1

Related to Stockholder Payments

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Dividends; Rights as Stockholder Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Rights as Shareholder; Dividends 5.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.

  • Required Vote of Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is required to approve and adopt this Agreement. No other vote of the securityholders of the Company is required by law, the Company Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger, the Subsequent Merger and the other transactions contemplated hereby.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

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