Payment of Consideration Clause Samples
The Payment of Consideration clause defines the obligation of one party to pay a specified amount or provide value in exchange for goods, services, or other contractual benefits. It typically outlines the amount, timing, and method of payment, such as requiring payment within 30 days of invoice receipt or specifying bank transfer as the payment method. This clause ensures both parties are clear on when and how payment will be made, reducing the risk of disputes and providing a clear framework for financial transactions under the agreement.
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Payment of Consideration. (a) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice that immediately prior to the Effective Time represented one or more outstanding Argonaut Shares (other than Argonaut Shares in respect of which the holder validly exercised Dissent Rights) that were exchanged pursuant to Section 2.3, together with such other documents and instruments as would have been required to effect the transfer of the Argonaut Shares formerly represented by such certificate or DRS Advice under the OBCA and the articles of Argonaut and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, (i) a certificate or DRS Advice representing that number (rounded down or up to the nearest whole number in accordance with Section 4.6) of Alamos Shares that the holder is entitled to receive pursuant to Section 2.3, (ii) a certificate or DRS Advice representing that number (rounded down or up to the nearest whole number in accordance with Section 4.6) of New Argonaut Shares that the holder is entitled to receive pursuant to Section 2.3, and (iii) any dividends or distributions, if any, with respect to such Alamos Shares and New Argonaut Shares pursuant to Section 4.5).
(b) After the Effective Time and until surrendered as contemplated by this Section 4.4, each certificate or DRS Advice which immediately prior to the Effective Time represented Argonaut Shares that were exchanged pursuant to Section 2.3 (other than Argonaut Shares in respect of which the holder validly exercised Dissent Rights) shall be deemed at all times after the completion of the Arrangement steps in Section 2.3 to represent only the right to receive upon such surrender (i) the certificates or DRS Advices representing Alamos Shares and New Argonaut Shares as contemplated by this Section 4.4, and (ii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to such Alamos Shares and New Argonaut Shares as contemplated by Section 4.5.
(c) In the event of a transfer of ownership of Argonaut Shares that is not registered in the transfer records of Argonaut, certificates or DRS Advices representing the proper number of Alamos Shares and New Argonaut Shares ...
Payment of Consideration. The Purchaser shall on or immediately prior to the Closing, provide, or cause to be provided to, the Depositary sufficient funds to satisfy the aggregate Consideration payable to the Shareholders pursuant to the Plan of Arrangement (other than with respect to Shareholders exercising Dissent Rights as provided in the Plan of Arrangement), into escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably).
Payment of Consideration. (a) Buyers shall ensure that, on the Effective Date, (i) Adenyo has been provided with (A) the Adenyo Cash Consideration and (B) the Share Consideration to be paid pursuant to the Arrangement (if any), (ii) the Escrow Agent, on behalf of Adenyo and Adenyo US, has received by wire transfer of immediately available funds, the Escrow Amount, and (iii) Adenyo US has been paid the Adenyo US Cash Consideration. Payment of (x) the Additional Initial Consideration, if any, shall be deferred and made in accordance with the provisions of Sections 2.18 and 2.19 of the Arrangement Agreement and (y) the Earn-out Amount, if any, shall be deferred and made in accordance with the provisions of Sections 2.13 and 2.14 of the Arrangement Agreement.
(b) No fraction of a share of Common Stock shall be issued in connection with the Plan of Arrangement, and each fractional share thereof shall be rounded to the nearest whole number.
(c) The Share Consideration shall be subject to certain restrictions set forth in the Lock-up Agreement. Parent shall issue at the Effective Date separate certificates evidencing the shares subject to restriction under the Lock-up Agreement, which shall contain an applicable legend, and Parent’s transfer agent shall be provided with stop transfer instructions prohibiting the transfer of such shares until the respective dates upon which such shares are no longer subject to restriction under the Lock-up Agreement. Amalco shall not sell the Share Consideration in the public market; rather, as contemplated by this Plan of Arrangement, Amalco shall, in accordance with Applicable Law, distribute the Share Consideration to the Shareholders as soon as reasonably practicable and subject to Applicable Law. Parent shall assist Amalco in transferring, through Parent’s transfer agent, the Share Consideration (or any portion thereof) to the Shareholders within two Business Days following the receipt of written instructions from Amalco (subject, as applicable, to the Lock-up Agreement) specifying the names of the Persons to whom such shares are to be transferred and the number of shares of the Share Consideration to be transferred to each such Person.
(d) Subject to Applicable Law, Amalco shall distribute a portion of the Aggregate Consideration to the Shareholders (other than Dissenting Shareholders) as determined by the board of directors of Amalco.
Payment of Consideration. The Consideration shall be paid to the Contributor in the following manner:
(a) The Acquiror shall receive a credit against the Consideration in an amount equal to the Contributor's closing costs assumed and paid for by the Acquiror pursuant to Section 6.4 hereof.
(b) The Acquiror shall receive a credit against the Consideration in an amount equal to the outstanding balance (principal, interest, fees and the like), as of the date of Closing, of the existing mortgage loan encumbering the Property as such balance is evidenced by a letter from the lender, which loan the Acquiror shall take subject to or, if requested, assume.
(c) The Acquiror shall receive a credit against the Consideration in an amount equal to the outstanding balance (principal, interest, fees and the like), as of the date of Closing, of the Contributor's loan to ▇▇▇▇▇▇▇▇▇▇▇ Enterprises, Ltd. as such balance is evidenced by a letter from the lender, which loan the Acquiror shall assume.
(d) The Acquiror shall pay the balance of the Consideration, as adjusted by the prorations pursuant to Section 6.5 hereof, in the form of units of limited partnership interest in the Acquiror (the "LP Units"). The parties agree that the transfer of the assets to the Acquiror pursuant to this Agreement shall be treated for federal income tax purposes as a contribution of such assets solely in exchange for a partnership interest in Acquiror that qualifies as a tax-free contribution under Section 721 of the Internal Revenue Code of 1986, as amended.
Payment of Consideration. (1) Following receipt of the Final Order and prior to the Effective Date:
(a) the Purchaser shall deposit, or shall cause to be deposited, for the benefit of the Common Shareholders, cash with the Depositary in the aggregate amount equal to the payments in respect of the Common Shares required by this Plan of Arrangement, with the amount per Common Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration for this purpose; and
(b) the Company shall deposit, or shall cause to be deposited, for the benefit of the Company Debentureholders, cash with the Depositary in the aggregate amount equal to the payments in respect of the Company Debentures required by this Plan of Arrangement.
(2) The consideration contemplated by Section 4.1(1) shall be held by the Depositary as agent and nominee for such Common Shareholders and Company Debentureholders in accordance with the provisions of Article 4 hereof. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to Section 2.3(d), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive, and the Depositary shall deliver (and the Purchaser shall cause the Depositary to deliver), to such holder a cheque (or other form of immediately available funds) representing the cash which such holder has the right to receive pursuant to the Plan of Arrangement in respect of such Common Shares, without interest and less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled.
(3) The Depositary shall deliver the consideration in respect of those Company Debentures which are represented by a Global Debenture (as such term is defined in the applicable Indenture) to the Depository, as defined in the applicable Indenture, in accordance with normal industry practice for payments relating to securities held on a book-entry only basis. Company Debentureholders whose interest in the applicable Company Debentures is not represented by a Global Debenture shall, upon surrender to the Depositary for cancellation of a certificate or certificates which, immediately prior to the Effective Time, represented outstanding Company Debentures that were redeemed pursuant to...
Payment of Consideration. (a) Following receipt of the Final Order and no later than the Business Day immediately prior to the Effective Date, Pan American shall deliver or cause to be delivered to the Depositary in escrow:
(i) the aggregate number of Pan American Shares issuable to the MAG Shareholders in accordance with Section 3.1(d);
(ii) the Aggregate Cash Consideration payable to the MAG Shareholders in accordance with Section 3.1(d);
(iii) any additional Pan American Shares issuable to the MAG Shareholders on account of rounding in accordance with Section 3.5;
(iv) any additional cash issuable to the MAG Shareholders on account of rounding in accordance with Section 3.6; and
(v) the Dissent Amount.
(b) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding MAG Shares that were exchanged pursuant to Section 3.1(d), together with a duly completed and executed Letter of Transmittal and Election Form and such additional documents and instruments as the Depositary may reasonably require, the registered holder of the MAG Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such MAG Shareholder the Consideration that such MAG Shareholder has the right to receive under the Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled.
(c) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented MAG Shares shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing MAG Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall:
(i) cease to represent a claim by, or interest of, any former holder of MAG Shares of any kind or nature against or in MAG or Pan American (or any successor to any of the foregoing); and
(ii) be deemed to have been surrendered to Pan American and shall be cancelled.
(d) Any payment made to a former MAG Securityholder by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Dep...
Payment of Consideration. (a) On the Closing Date, the Operating Partnership shall, in exchange for the transfer of the Assets and the other deliveries from Owner at Closing, pay to Owner a number of OP Units, shares of Class A Common Stock, shares of Class B Common Stock and/or cash with an aggregate value equal to the Consideration. The number of OP Units, shares of Class A Common Stock, shares of Class B Common Stock and/or cash to be allocated to Owner shall be determined pursuant to Section 3(a), and Owner shall distribute such Consideration to its Participants, as contemplated thereby, as soon as practicable after the Closing Date.
(b) Only Participants in Owner who Owner reasonably believes, based on representations made by such Participants to Owner or other evidence, are Accredited Investors may receive OP Units or Common Stock hereunder.
(c) No fractional OP Units or shares of Common Stock shall be issued to a Participant pursuant to this Agreement. If aggregating all OP Units or shares of Common Stock that a Participant would otherwise be entitled to receive hereunder would require the issuance of a fractional OP Unit or a fractional share of Common Stock, in lieu of such fractional OP Unit or fractional share of Common Stock, such Participant shall be entitled to receive one OP Unit or one share of Common Stock for each fractional OP Unit or share of Common Stock of 0.50 or greater. Neither the Operating Partnership nor the Company will issue an OP Unit or share of Common Stock, respectively, for any fractional share of OP Unit or Common Stock, respectively, of less than 0.50.
(d) As soon as practicable following the determination of the Consideration and prior to the Closing, all calculations relating to Consideration shall be performed in good faith by, or under the direction of, the Company and the Operating Partnership, and, absent manifest error, shall be final and binding upon Owner and its Participants.
(e) The parties acknowledge that the transfer to Owner (for distribution to its Participants) pursuant to this Agreement of (i) OP Units shall be evidenced by an amendment to the Operating Partnership’s Partnership Agreement admitting Participants receiving OP Units pursuant to the terms hereof as limited partners (the “Amendment”) and (ii) Common Stock shall be evidenced through the electronic registration of such Common Stock with the Depository Trust Company, a New York corporation (“DTC Registered REIT Stock”) (except that the Class B Common Stock may be evide...
Payment of Consideration. (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled.
(b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall:
(i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and
(ii) be deemed to have been surrendered to Entrée and shall be cancelled.
(c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.
Payment of Consideration. Purchaser will timely deposit the cash portion of the Purchase Price as adjusted in accordance with the provisions of this Contract with the Title Company.
Payment of Consideration. (a) Prior to the filing of the Articles of Arrangement, the Purchaser shall deposit, or cause to be deposited (including by directing the Company to deliver the Loan Amount to the Depositary), for the benefit of the Shareholders, cash with the Depositary in the aggregate amount equal to the payments in respect of the Shares required by Section 2.3(h) of this Plan of Arrangement, with the amount per Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration for this purpose.
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(h), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholder(s) represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Shareholder(s), a cheque, wire or other form of immediately available funds representing the Consideration which such Shareholder(s) has the right to receive under this Plan of Arrangement for such Shares, less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.
(c) On or as soon as practicable after the Effective Date, the Company shall pay, or cause to be paid, the amounts, less any amounts withheld pursuant to Section 4.3, to be paid to holders of Company Options, DSUs, RSUs and PSUs, either (i) pursuant to the normal payroll practices and procedures of the Company, or (ii) by cheque or wire transfer (delivered to such holder of Company Options, DSUs, RSUs or PSUs, as applicable, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options, DSUs, RSUs and PSUs).
(d) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Shares not duly surrendered on or before the sixth anniversary of the Effective ...