Transfer and Payment. (a) Prior to the Effective Time, Parent shall appoint a paying agent reasonably acceptable to the Company (the “Paying Agent”) and enter into a paying agent agreement with the Paying Agent reasonably acceptable to the Company for the purpose of exchanging for the applicable portion of the Merger Consideration uncertificated shares of Company Stock (the “Uncertificated Shares”). Promptly after the Effective Time (but in no event later than two (2) Business Days after the Effective Time), the Company shall send, or shall cause the Paying Agent to send, to each holder of record of shares of Company Stock (other than shares of Company Stock cancelled or converted pursuant to Section 2.02(a)(ii) or Section 2.02(a)(iii)) as of immediately following the Redemption and immediately prior to the Effective Time a letter of transmittal (in a form that was reasonably acceptable to Parent prior to the Effective Time) and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon receipt of an “agent’s message” from the Paying Agent regarding the book-entry transfer of Uncertificated Shares) for use in the exchange of such shares of Company Stock for such holder’s applicable portion of the Merger Consideration; provided, that if any holder of record of shares of Company Stock or OpCo Units requests in writing to the Company (at least five (5) Business Days prior to the Closing) to receive such letter of transmittal and instructions in advance of the Effective Time, the Company shall send, or shall cause the Paying Agent to send, to each such requesting holder such letter of transmittal and instructions in advance of the Effective Time.
Transfer and Payment. (i) The Sellers shall transfer by way of book-entry registration from the Sellers’ accounts with Continental Stock Transfer & Trust Company or JPMorgan, as applicable, the aggregate amount of Shares set forth under the heading “Shares” opposite the Buyer’s name on Schedule I hereto to the securities account designated in writing by the Buyer at least twenty-four (24) hours prior to the Closing Date. Each Seller and the Buyer shall take any reasonable measure and issue any declaration reasonably necessary to effect and register the transfer of the Shares to the Buyer as may be required.
Transfer and Payment. On Completion Date, the Crown shall transfer each Property to Te Runanga in return for and in consideration of payment by Te Runanga to the Crown of the Transfer Value determined for each such Property (which shall be the current market value of each such Property as at the Valuation Date as agreed or determined by Valuation and subject to Adjustment and the Terms o f Transfer).
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Transfer and Payment. At the Time of Closing, upon fulfillment of all the conditions set out in Article VII that have not been waived in writing by the Purchaser or the Vendor, the Vendor shall deliver to the Purchaser certificates representing all the Purchased Shares, duly endorsed in blank for transfer, with all applicable security transfer taxes paid, and will cause transfers of the Purchased Shares to be duly and regularly recorded in the name of the Purchaser, or its nominee(s), and will cause a meeting of the board of directors of the Corporation to be held, at which the directors and officers of the Corporation specified by the Purchaser will resign in favor of nominees of the Purchaser whereupon, subject to all other terms and conditions hereof being complied with, payment of the Purchase Price shall be made and satisfied in the manner provided in Article II. The closing shall be effective as of the Time of Effective Closing.
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Transfer and Payment. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, (i) Scoop shall assign, transfer and deliver to InfiniCom the certificates representing the Acquired Shares, registered in the name of InfiniCom and/or its nominees, (ii) InfiniCom shall assign, transfer and deliver to Scoop the certificate representing the 24STORE Stock, together with a stock power in blank executed by InfiniCom, (iii) InfiniCom and Scoop shall instruct the Escrow Holder to pay to the Disbursing Agent the Shortfall Payment in accordance with Section 3.1 and (iv) InfiniCom and Scoop shall instruct the Escrow Holder to pay to InfiniCom the Shortfall Excess, if any, in accordance with Section 3.1 (collectively, the "Closing").
Transfer and Payment. Seller shall transfer, or cause -------------------- to be transferred, good and marketable title to the Agway, Inc. Assets, to Company, free and clear of all Encumbrances, but subject to the software licenses listed in Schedule 3.1(c) of the Disclosure Schedules. All Agway, Inc. Assets shall be transferred to the Company "as is" except that Agway shall assign to the Company its rights under any third party warranties relating to the Agway, Inc. Assets.
Transfer and Payment. On the Settlement Date:
Transfer and Payment. (a) At the Time of Closing, the Vendor will deliver to the Purchaser share certificates representing the Purchased Shares, with a duly executed stock power attached in proper form for the transfer of the Purchased Shares to the Purchaser, including, without limitation, the guarantee of the Vendor’s endorsement on such stock power by a Schedule 1 Chartered Bank or an eligible guarantor institution with membership in the Guarantee Medallion Program, in each case with an insurance coverage limit of at least the fair market value of the Purchased Shares represented by each share certificate to the extent required by the Corporation’s transfer agent.
