Payment and Exchange Procedures Clause Samples
The Payment and Exchange Procedures clause defines the methods and timelines for making payments and exchanging funds or goods between parties under the agreement. It typically outlines acceptable payment methods, deadlines for payment, and any required documentation or notifications related to the exchange. By establishing clear procedures, this clause helps prevent disputes and ensures that both parties understand their obligations regarding financial transactions or exchanges.
Payment and Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of one or more certificates (the “Certificates”) or uncertificated Company Ordinary Shares (the “Uncertificated Shares”), which immediately prior to the Effective Time represented outstanding Company Shares, whose shares represent the right to receive the Per Share Consideration pursuant to Section 1.3: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of Uncertificated Shares to the Exchange Agent), (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961 (the “Ordinance”) and provides such other information as the Parent shall reasonably require to comply with the Ordinance and the Israeli Withholding Tax Ruling (as defined in Section 5.5(a)), if obtained, and (iii) instructions in customary form for use in effecting the surrender of the Certificates or transfer of Uncertificated Shares in exchange for the Per Share Consideration. Upon (x) surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal and such declaration form, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Consideration payable with respect to their Company Shares (rounded to the nearest whole share after aggregating all Company Shares held by such holder), and the Certificates so surrendered or Uncertificated Shares so transferred shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.3 upon the surrender of any Certificate or transfer of any Uncertificated Shares. Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time for all corporate purposes to e...
Payment and Exchange Procedures. (a) As promptly as practicable after the date of this Agreement but not later than 30 days following the initial submission of the Registration Statement to the SEC, the Company shall mail to each Converting Holder entitled to receive a portion of the Total Interest Consideration pursuant to Section 2.1 a letter of transmittal in form and substance reasonably satisfactory to the Parties (the “Letter of Transmittal”), which shall request the recipient thereof to complete, execute, and return such Letter of Transmittal to the Company within ten (10) Business Days following the delivery thereof to such Converting Holders. At Closing, each Converting Holder, which has previously delivered to the Company a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, along with such other documents as may be required pursuant to such instructions, shall be entitled to receive in exchange therefor, and the Company shall deliver, the applicable portion of the Total Interest Consideration in accordance with the Allocation Statement.
(b) No later than five (5) days prior to the Closing Date, GTC GP shall deliver to the Company a statement (the “Allocation Statement”), setting forth in reasonable detail the number of shares of Company Common Stock issuable to each Converting Holder.
Payment and Exchange Procedures. (a) Each Converting Holder shall be entitled to receive promptly following the Closing in exchange for its Constellation Common Stock, and the Company shall deliver, it applicable portion of the Total Share Consideration, as designated by the Converting Holders’ Representative in the Allocation Statement, in accordance with the provisions of Section 2.1 and Section 2.4(d).
(b) Each of the Surviving Corporation and the Company shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by the Surviving Corporation or the Company, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
(c) Neither the Company nor the Surviving Corporation shall be liable to any Converting Holder for any such consideration delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Agreement.
(d) Constellation has delivered to the Company a statement (the “Allocation Statement”), setting forth in reasonable detail: (i) the Fully Diluted Constellation Common Stock, (ii) the number of shares of Company Common Stock issuable to each Converting Holder pursuant to this Agreement respect to the Total Share Consideration, and (iii) the percentage of each Converting Holder in the Indemnity Holdback Amount.
Payment and Exchange Procedures. The Parent shall effect the exchange of cash and NeoGenomics’ Common Stock for the shares of Company Stock that are outstanding as of immediately prior to the Effective Time and entitled to payment pursuant to Section 1.04. In connection with such exchange, by no later than ten (10) Business Days prior to the Closing Date, the Parent shall provide (or cause the Paying Agent to provide) each holder of Company Stock with a Letter of Transmittal, substantially in the form of Exhibit B attached hereto (a “Letter of Transmittal”). Each holder of Company Stock outstanding as of immediately prior to 3
Payment and Exchange Procedures. 7 1.5. No Further Ownership Rights in the Company Capital Stock, Company Options or Company Warrants 10
Payment and Exchange Procedures. Upon surrender of a certificate ------------------------------- formerly representing any Class A Units at the Closing, Advisors LP shall pay to the holder of any such certificate formerly representing Class A Units converted in accordance with Section 2.03(d)(ii) the cash that such holder is entitled to receive in accordance with this Section 2.03, by wire transfer of immediately available funds to an account to be designated by each such holder by written notice to Advisors LP at least five business days prior to the Effective Time, or, if no such notice is so delivered, by check to be delivered by registered mail to the address shown on the books and records of Advisors LP as the address of the record holder of such Class A Units.
Payment and Exchange Procedures