Consideration Not Paid Sample Clauses

Consideration Not Paid. (a) Any portion of the Payment Fund that remains undistributed to holders of Company Stock Certificates and Vested Company Options as of the date that is 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates and Vested Company Options who have not theretofore surrendered their Company Stock Certificates and delivered their letter of transmittal, as applicable, in accordance with Sections 2.10 and 2.11, respectively, shall thereafter look only to Parent for satisfaction of their claims for Merger Consideration and Merger Option Consideration, respectively, and Parent shall satisfy such claims in accordance with and subject to the terms of this ARTICLE 2.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Consideration Not Paid. (a) Any portion of the Payment Fund that remains undistributed to holders of Company Stock Certificates or holders of shares of Company Common Stock in book entry form as of the date that is nine (9) months after the Closing Date shall be delivered to Parent, and any holders of Company Stock Certificates or holders of shares of Company Common Stock in book entry form who have not theretofore surrendered their Company Stock Certificates (or evidence of their shares in book entry form) and delivered their letter of transmittal, as applicable, in accordance with Section 2.10 and Section 2.11, respectively, shall thereafter look only to the Surviving Corporation for satisfaction of their claims for Merger Consideration, respectively, and Parent shall satisfy such claims in accordance with and subject to the terms of this ARTICLE II.
Sample 1Sample 2
Consideration Not Paid. Any portion of the Adjusted Consideration that remains undistributed by the Paying Agent as of the date that is nine months after the Closing Date shall be delivered to Parent, and any holders of Company Certificates or Qualifying Company Warrants that have not theretofore surrendered their applicable transmittal letter and, if applicable, Company Certificates in accordance with this Article II shall thereafter look only to Parent and the Surviving Corporation for satisfaction of their claims for their share of the Adjusted Consideration, respectively, and Parent shall satisfy such claims in accordance with and subject to the terms of this Article II.
Sample 1

Related to Consideration Not Paid

  • Consideration Payment 5.1 In consideration of the Company’s Services, the Client shall pay to the Company the Consideration to be stipulated in the Termsheet and all reasonable out of pocket expenses (if any) in accordance with the commercial terms and payment terms as detailed in the Separate Agreement.

  • Consideration Period You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

  • Consideration Received For purposes of any computation respecting consideration received pursuant to subsections (d) and (e) of this Section 10, the following shall apply:

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Settlement Consideration 2. In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Consideration a. Per the Interlocal Cooperation Act, Texas Government Code, § 791.025, or other applicable law, the DIR Customer satisfies the requirement to seek competitive bids for the purchase of goods and/or services.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

Time is Money Join Law Insider Premium to draft better contracts faster.