Payment and Issuance of Shares. On each Vesting Date or, if earlier, upon an Acceleration Event (each such Vesting Date or Acceleration Event, a “Payment Date”), or within thirty (30) days thereafter in the case of an Acceleration Event or by March 15 of the year in which such Vesting Date occurs, the Company shall make a payment to the Employee of one Share for every Stock Unit that became vested as of such Payment Date (and with respect to which a payment has not previously been made pursuant to this Section 4) as payment with respect to each such vested Stock Unit. If any dividends are declared on the Company’s Shares while the Stock Units subject to this Agreement are outstanding, the Company shall make a payment to the Employee on each Payment Date, or within thirty (30) days thereafter in the case of an Acceleration Event or by March 15 of the year in which such Vesting Date occurs, with respect to each Stock Unit that became vested as of such Payment Date, in an amount equal to the aggregate amount of dividends that would have been payable to the Employee with respect to each such vested Stock Unit had such vested Stock Unit instead been an issued and outstanding Share on the record date of any such dividends (the “Dividend Equivalent Amount”), but only to the extent that the Dividend Equivalent Amount has not previously been paid to the Employee with respect to such vested Stock Unit. At the Company’s discretion, payment of the Dividend Equivalent Amount may be made in cash or in Shares having a Fair Market Value on the Payment Date equal to the Dividend Equivalent Amount. At the Company’s election, the Company shall cause the Shares delivered as payment with respect to the vested Stock Units to either be evidenced by a book entry account maintained by the Company’s stock transfer agent (the “Transfer Agent”) or by a certificate issued in the Employee’s name. Upon the earlier of the date the Shares are evidenced in a book entry account maintained by the Transfer Agent or the date a certificate for the Shares are issued in the Employee’s name, the Employee shall be a shareholder with respect to the Shares and shall have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and to receive any dividends and other distributions paid with respect to the Shares. Notwithstanding anything to the contrary herein, following a Change of Control of the Company, the Company, at its election, may elect to make any payment required to be made to t...
Payment and Issuance of Shares. As soon as administratively practicable following the determination of the achievement of the Performance Goals for the Performance Period, but in no event later than March 15 following the end of the Performance Period (the “Payment Date”), the Company shall make a payment to the Employee of one Share for every Vested Performance Stock Unit as payment with respect to each such Vested Performance Stock Unit. Notwithstanding the foregoing, if the Employee’s employment with the Company is terminated prior to the last day of the Performance Period by reason of the Employee’s 10788559 v1 death or disability (an “Acceleration Event”), then (i) for purposes of determining the number of Vested Performance Stock Units as of such Acceleration Event, the achievement of the Performance Goals shall be deemed to be 100% and the award shall be prorated for the shortened Performance Period (ii) the Company shall make a payment to the Employee of one Share for every Vested Performance Stock Unit as soon as reasonably practicable following such Acceleration Event, but in no event later than thirty (30) days after the date of the Acceleration Event, and (iii) the Employee will not be entitled to any further payment pursuant to this Agreement. If the Employee’s employment with the Company is terminated prior to the last day of the Performance Period or an Acceleration Event (i) by reason of retirement on or after the Employee’s sixty-fifth birthday, (ii) by the Company without Cause (as defined herein unless defined in any written agreement between the Company and the Employee in effect at the time of such termination of employment), or (iii) by the Employee for Good Reason (as defined herein unless defined in any written agreement between the Company and the Employee in effect at the time of such termination of employment), the determination of the number of Vested Performance Stock Units, and any payment to be made to the Employee with respect to any Vested Performance Stock Units, shall be made as soon as reasonably practicable following the determination of the achievement of the Performance Goals for the Performance Period, but in no event later than March 15 of the calendar year following the end of the Performance Period. If any dividends are declared on the Company’s Shares while the Performance Stock Units subject to this Agreement are outstanding, the Company shall make a payment to the Employee on the Payment Date or the Acceleration Event, as the case may be, wit...
Payment and Issuance of Shares. (a) General Provision. On each Vesting Date or, if earlier, upon an Acceleration Event (each such Vesting Date or Acceleration Event, a “Payment Date”), or within thirty (30) days thereafter in the case of an Acceleration Event or by March 15 of the year in which such Vesting Date occurs, the Company shall make a payment to the Employee of one Share for every Stock Unit that became vested as of such Payment Date (and with respect to which a payment has not previously been made pursuant to this Section 4) as payment with respect to each such vested Stock Unit.
Payment and Issuance of Shares. Upon exercise, the Participant shall pay the Exercise Price for such exercised Stock Options in immediately available funds or other means acceptable to the Committee on the date of exercise and the Corporation agrees to issue to the Participant the applicable number of Shares on such date. The Participant hereby acknowledges, agrees and confirms that, by executing this Agreement, the Participant will be deemed to be a party to the Amended and Restated Shareholders’ Agreement dated March 9, 2012 or its successor or replacement (the “Shareholders Agreement”), shall have all of the rights and obligations of an “Other Stockholder” thereunder and all the shares of common stock owned at any time by the Participant shall be “Common Stock” subject to the terms of the Shareholders Agreement. The Participant hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders Agreement.
Payment and Issuance of Shares. Upon exercise, the Grantee shall pay the Exercise Price for such exercised Stock Options in cash or by certified or official bank check or in another form as determined by the Company, which may include personal check, Shares (based on Fair Market Value as of the exercise date), any other form of consideration approved by the Company and permitted by law and any combination of the foregoing, on the date of exercise and the Company agrees to issue to the Grantee the applicable number of Shares on such date. The Company may postpone such issuance until it receives satisfactory proof that the issuance of such Shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, or the requirements of applicable state law or other laws, rules or regulations relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. The Grantee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.
Payment and Issuance of Shares. Upon signature of this agreement, the ------------------------------ Company agrees to pay Holder $23,595 and to issue to Holder approximately 5,243 shares of the Company's Series A Preferred Stock, par value $4.50 per share. See Exhibit F for a description of the Preferred Stock and Exhibit L for a description of certain risk factors relating to an investment in the Preferred Stock. Issuance of the Series A Preferred Stock is subject to delivery of an Investor Questionnaire (See Exhibit G) by Holder to the Company and to review of disclosure documents attached hereto as Exhibits by Holder prior to execution of this Agreement. The Company may decline to participate in the Settlement Agreement if, in the Company's judgment, the Investor Questionnaire does not establish the suitability of an investment in the Preferred Stock by the Holder.
Payment and Issuance of Shares. (a) Unless the Director has made a Deferral Election (as defined below), on the Vesting Date, the Company shall make a payment to the Director of one Share for every Stock Unit that became vested as of such Vesting Date as payment with respect to each such vested Stock Unit.
Payment and Issuance of Shares. (a) Payment of the Purchase Price shall be made at the Time of Closing on the Closing Date and shall be made by the Investor tabling its irrevocable direction to convert $11,806,425.74 of the debt owed by the Corporation to the Investor as of the Effective Date in part satisfaction of the Purchase Price pursuant to the Conversion Agreement, dated the date hereof, between the Corporation and the Investor and the balance of the Purchase Price shall be satisfied in cleared funds by advances from the Investor to the Corporation after the Effective Date (the "Advances").
Payment and Issuance of Shares. Upon the execution of this Agreement, Goetts shall pay to the Corporation the sum of ONE MILLION DOLLARS ($1,000,000.00) consisting of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) cash and SIX HUNDRED THOUSAND DOLLARS ($600,000.00) to be supplied by means of Goetts obtaining a line of credit in said amount for Corporation immediately upon signing of this Agreement. The line of credit shall be made at commercially reasonable terms approved by Corporation. Goetts shall be obligated to pay all costs and expenses in obtaining the line of credit, and shall make all payments on the line of credit. On or 2 before June 1, 1994, Goetts shall cause the line of credit to be reduced by $200,000; on or before October 1, 1994, Goetts shall cause the line of credit to be reduced by an additional $200,000, and on or before January 25, 1995, the line of credit shall be paid in full and cancelled. Goetts may extend the aforestated payment dates an additional thirty (30) days provided no defaults exist under the line of credit. Corporation acknowledges that Corporation will be signatory on the line of credit for not more than twenty percent (20%) of the first monies to be paid on the line of credit. Corporation shall be obligated to grant security against $750,000 of equipment owned by the Corporation. In return for the $400,000.00 cash and the $600,000.00 line of credit (to be paid by Goetts), Corporation will issue a Stock Certificate to Goetts for EIGHT HUNDRED SIXTY-FIVE THOUSAND EIGHT HUNDRED FIFTY TWO (865,852) shares of the common capital stock of the corporation. (the "Shares"). The certificate evidencing the Shares will be imprinted with a conspicuous legend stating that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and referring to certain restrictions on transfer or encumbrance of the Shares.
Payment and Issuance of Shares. On the date that the Director ceases to be a member of the Board for any reason whatsoever (the “Payment Date”), or within thirty (30) days thereafter, the Company shall make a payment to the Director of one Share for every Stock Unit subject to this Agreement as payment with respect to each such Stock Unit. If any dividends are declared on the Company’s Shares while the Stock Units subject to this Agreement are outstanding, the Company shall make a payment to the Director on the Payment Date, or within thirty (30) days thereafter, with respect to each Stock Unit subject to this Agreement, in an amount equal to the aggregate amount of dividends that would have been payable to the Director with respect to each such Stock Unit had such Stock Units instead been issued and outstanding Shares on the record date of any such dividends (the “Dividend Equivalent Amount”). At the Company’s discretion, payment of the Dividend Equivalent Amount may be made in cash or in Shares having a Fair Market Value on the Payment Date equal to the Dividend Equivalent Amount. At the Company’s election, the Company shall cause the Shares delivered as payment with respect to the Stock Units to either be evidenced by a book entry account maintained by the Company’s stock transfer agent (the “Transfer Agent”) or by a certificate issued in the Director’s
