Payment to Shareholders Sample Clauses

Payment to Shareholders. SI shall, immediately after the Closing Date, send to each holder of shares of Surviving Corporation Common Stock a transmittal letter satisfactory to SI and Escrow Agent instructing such holder how to tender such holder's shares after the Effective Time. During the period commencing with the first business day following the Effective Time and continuing for six months after the Effective Time (the "Surrender Period"), each such holder of shares of Surviving Corporation Common Stock shall have the right to surrender for cancellation the certificate or certificates representing such shares to the Escrow Agent. Attached hereto as SCHEDULE 1 (based on the Payment Schedule and approved by SI, SA and Surviving Corporation) is a list of all holders of Surviving Corporation Common Stock showing the certificate number, the number of Shares represented by such certificate, each holder's share of the Escrowed Funds, the amount of tax to be withheld, if any, and the net amount payable to each such holder. Upon surrender of any such certificate or certificates, such holder shall have the right to receive payment of the cash consideration for such shares in the amount set forth on the Payment Schedule, less amounts to be held in the Escrow subject to Article 7 of the Merger Agreement (the "Indemnification Funds"). If any cash consideration is to be paid to a person other than the person to whom the certificate surrendered in exchange therefor is registered, it shall be a condition of the payment that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to Escrow Agent any applicable transfer or other taxes required by reason of the transfer. The Escrow Agent shall accept, in lieu of the surrender of certificates representing shares of Surviving Corporation Common Stock as provided above, affidavits of the holders of any such shares that such certificates were lost, stolen or mutilated, together with such documentation and indemnification from such holders substantially in the form attached hereto as EXHIBIT A. Upon delivery of the appropriate documents as provided above to the Escrow Agent, the Escrow Agent shall, as soon as practicable, but no later than August 22, 1997 (or, if delivery is made on or after August 22, 1997, the next business day after delivery or the second business day following delivery of Schedule 1, whichever is later), deposit in the U.S. mails address...
Sample 1
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Payment to Shareholders. In consideration for the Company Stock, at the Closing, Purchaser shall deliver to Shareholders an aggregate amount of cash and stock as set forth in (ii) and (iii) below ("Purchase Price"). The Purchase Price shall be delivered to Shareholders through a combination of cash and shares of the Purchaser's Common Stock (the "Purchaser Stock"), as more specifically set forth below.
Sample 1
Payment to Shareholders. (i) For purposes of this Section 3.3, “
Sample 1
Payment to Shareholders. Any payments or other distributions made to the Shareholders pursuant to Section 4.1.1 shall be made pro rata in accordance with the relative number of shares of the Company’s common stock (Class A and Class B) held by each Shareholder as of the last day of any applicable period. To the extent practicable and to the extent consistent with applicable law, payments or other distributions made to the Shareholders pursuant to Section 4.1.1 will be treated as Post-Termination Distributions for U.S. federal income tax purposes.
Sample 1
Payment to Shareholders. At the Closing provided for below, the ----------------------- Company shall pay to the Shareholders or to such person or entity as the Shareholders may designate the aggregate amount of One Hundred Thousand and No/100 Dollars ($100,000.00) in cash (the "Settlement Amount"). Such amount will be in full and final satisfaction of all of the Company's obligations to the Shareholders and CFP, whether pursuant to the Preemptive Rights Agreement or otherwise, as more fully set forth herein. At the request of the Shareholders, such amount shall be paid in a single lump sum, to be divided among the Shareholders and CFP as they see
Sample 1
Payment to Shareholders. The consideration to be received by the Shareholders in exchange for the Shares shall be the following, which shall be apportioned among them in accordance with Schedule 2.1(a) hereto: (i) an aggregate of $11,200,000, payable in cash at the Closing by wire transfer to the accounts specified by the Shareholders; (ii) an aggregate of 350,000 shares (the "Dynamex Shares") of the common stock, $.01 par value (the "Common Stock"), of Purchaser, to be issued and delivered to the Shareholders at the Closing; (iii) the "Earn-Out Payments", to be paid to the Shareholders as described in paragraph (b) below; and (iv) the "Top-Up Payment," to be paid to the Shareholders upon the circumstances described in paragraph (e) below. The aforementioned consideration to be received by the Shareholders and the Funded Indebtedness described in Section 2.4 shall be referred to collectively as the "Purchase Price".
Sample 1

Related to Payment to Shareholders

  • Mailings to Shareholders With respect to each Parent Meeting and Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Parent utilizes in communications to holders of Parent Common Stock) to each of the Holders named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced or given by Parent to its stockholders:

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration.

  • Reports to Shareholders The Trustees shall at least semi-annually submit to the Shareholders of each Series a written financial report of the transactions of the Trust and Series thereof, including financial statements which shall at least annually be certified by independent public accountants.

  • Communications to Shareholders Upon timely written instructions, PFPC shall mail all communications by the Fund to its shareholders, including:

  • Agreement to Subscribe 1.1. Purchase and Issuance of the Private Units.

  • Notice to Stockholders Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder, such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder, (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice, (C) if by a posting on an electronic network together with separate notice to the stockholder of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and

  • Payment of Expenses by Shareholders The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

  • Indemnification by Participating Shareholders Each Shareholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person (other than such Shareholder) if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only (i) with respect to information furnished in writing by such Shareholder or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 5.05 results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Shareholder shall be prepared, if required by the underwriting agreement, to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 5.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Shareholder shall be liable under Section 5.06 for any damage thereunder in excess of the net proceeds realized by such Shareholder in the sale of the Registrable Securities of such Shareholder.

  • Reports to SEC and to Shareholders Promptly upon the filing or sending thereof, copies of all regular, periodic or special reports of the Parent or any Subsidiary filed with the SEC (excluding exhibits thereto, provided that the Company shall promptly deliver any such exhibit to the Administrative Agent or any Lender upon request therefor); copies of all registration statements of the Parent or any Subsidiary filed with the SEC; and copies of all proxy statements or other communications made to shareholders generally concerning material developments in the business of the Parent or any Subsidiary.

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