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. (a) Immediately after the Effective Time, (A) Purchaser will furnish to Nevada Agency & Trust Company, #00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (the "EXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of shares of Purchaser Common Stock equal to the product of (I) the Conversion Ratio TIMES (II) the number of outstanding shares of Company Common Stock (other than any Dissenting Shares and shares owned by Purchaser) and (B) Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) to each record holder of outstanding shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of shares of Purchaser Common Stock to which he or it is entitled.
(b) Purchaser will not pay any dividend or make any distribution on shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented shares of Company Common Stock. Purchaser 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.
(c) Purchaser may cause the Exchange Agent to return any shares of Purchaser Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding shares of Company Common Stock shall be entitled to look to Purchaser (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates.
(d) The Company shall pay all charges and expenses of the Exchange Agent.
(e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation.
(f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence ...
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 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. 2.5.1 Immediately after the Closing, (A) NEBO will furnish to Colonial Stock Transfer Company (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of NEBO Shares equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Naviset Shares (other than any Dissenting Shares and NEBO-owned Shares) and (B) NEBO will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit "A" to each record holder of outstanding Naviset Shares for the holder to use in surrendering the certificates which represented his or its Naviset Shares in exchange for a certificate representing the number of NEBO Shares to which he or it is entitled.
2.5.2 NEBO will not pay any dividend or make any distribution on NEBO Shares (with a record date at or after the Closing) to any record holder of outstanding Naviset Shares until the holder surrenders for exchange his or its certificates that represented Naviset Shares. NEBO 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. NEBO may cause the Exchange Agent to invest any cash the Exchange Agent receives from NEBO as a dividend or distribution in one or more of the permitted investments approved in writing by NEBO; 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 Naviset Shares as necessary. NEBO may cause the Exchange Agent to pay over to NEBO any net earnings with respect to the investments, and NEBO will replace promptly any cash, which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding Naviset Shares be entitled to any interest or earnings on the dividend or distribution pending receipt.
2.5.3 NEBO may cause the Exchange Agent to return any NEBO Shares and dividends and distributions thereon remaining unclaimed 180 days after the Closing, and thereafter each remaining record holder of outstanding Naviset Shares shall be entitled to look to NEBO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the NEBO Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates.
2.5.4 NEBO shall pay all char...
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. 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. 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 Indemnitee may submit one or more such requests from time to time and at such time(s) as the Indemnitee deems appropriate in his sole discretion. The officer of the Company receiving any such request from the Indemnitee, promptly upon receipt of the request, shall advise the Board of Directors, in writing, of such request.
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 transfer, in immediately available funds, to the checking account of the Lender No. 0001-9, held with branch No. 0001 of Banco Santander, or any other account designated in writing by the Lender.]14 {ou}
