SuperGen Election on Form of Payment Sample Clauses

SuperGen Election on Form of Payment. Deferred Consideration shall be paid by SuperGen in the form of either cash or the issuance of New SuperGen Shares (or a combination of cash and New SuperGen Shares), such allocation to be made with respect to each Payment Period in the sole and exclusive discretion, using reasonable business judgment, of the audit committee of SuperGen from time to time, with the number of New SuperGen Shares issuable with respect to a particular Payment Period computed by dividing (i) the then due but unpaid Deferred Consideration that SuperGen’s audit committee from time to time has elected to pay in the form of New SuperGen Shares by (ii) the closing price of a share of SuperGen common stock on the last Trading Day of the applicable Payment Period. The audit committee shall make its determination regarding the allocation between cash and New SuperGen Shares with respect to a particular Payment Period by no later than the last day of such Payment Period (it being understood and agreed that, if the audit committee does not make such determination prior to the last day of such Payment Period, then all Deferred Consideration payable with respect to such Payment Period shall be paid in cash). Notwithstanding anything to the contrary herein, in no event shall SuperGen issue or be required to issue New SuperGen Shares in excess of the Share Cap (it being understood and agreed that if SuperGen has issued New SuperGen Shares equal to the Share Cap, the balance of any Deferred Consideration shall be paid in cash). Fractions of New SuperGen Shares that would otherwise be issued as part of the Deferred Consideration will not be allotted or issued and fractional entitlements will be rounded down to the nearest whole number of New SuperGen Shares. Each Astex Shareholder who would otherwise have been entitled to receive a fractional entitlement shall receive, in lieu, an amount converted into U.K. Sterling at the Exchange Rate on the Business Day immediately prior to the date of this Agreement equal to such fractional entitlement at the closing price per share of one share of SuperGen common stock on the last Trading Day immediately prior to the applicable Payment Date.
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Related to SuperGen Election on Form of Payment

  • Form of Payment On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

  • Form of Payments All payments hereunder shall be made by delivery to the recipient by depositing, by bank wire transfer, the required amount (in immediately available funds) in an account of the recipient, which account shall be designated by the recipient in writing at least three (3) business days prior to the date of the required payment; provided, that in the case of each payment to be made to Sellers hereunder, such payments shall be made based on the percentages applicable to each Seller as reflected on Exhibit A attached hereto. All payments made hereunder shall be made in United States Dollars.

  • Designation of Beneficiary Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your interest, if any, in the Restricted Shares awarded hereby. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit D (the “Designation of Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to the Company.

  • INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING REPAYMENT OPTION Capitalized terms used and not defined herein have the meanings defined in the accompanying Repayment Election Form.

  • Timing and Form of Payment Once a Restricted Stock Unit vests, the Participant will be entitled to receive a Share in its place. Delivery of the Share will be made as soon as administratively feasible following the vesting of the associated Restricted Stock Unit. Shares will be credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will have full legal and beneficial ownership of the Shares at that time.

  • Designation of Beneficiaries The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.

  • Time and Form of Payment Each of the following amounts payable to the Executive under this agreement shall constitute a separate payment for purposes of Section 409A of the Code:

  • Distribution of Benefits Payment to Executive shall occur within thirty (30) days of the effective date of Executive's vesting in his Deferred Bonus Account. For purposes of determining the distributable amount, the Deferred Bonus Account shall be valued through the day prior to the day on which the Deferred Bonus Account is distributed, less any claim, debt, reimbursement, recoupment, or offset the Company may have against Executive.

  • Distribution of Benefit The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for fifteen (15) years.

  • Payment of Benefit The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive’s Normal Retirement Date, paying the annual benefit to the Executive for a period of 15 years.

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