Payment of Shares. At or prior to the time of delivery of any of our shares you will pay or cause to be paid to the Custodian, for our account, an amount in cash equal to the net asset value of such shares. In the event that you pay for shares sold by you prior to your receipt of payment from purchasers, you are authorized to reimburse yourself for the net asset value of such shares from the offering price of such shares when received by you.
Payment of Shares. The Company shall make a payment to the Participant of Shares based on the number of the vested Restricted Stock Units credited to the Participant’s Account upon each applicable Vest Date of the Restricted Stock Units as provided in Section 4 above, or other date that the Restricted Stock Units earlier vest. However, if a scheduled vesting date falls on a date that is not a trading day, such delivery shall instead fall on the next following trading day. Notwithstanding the foregoing, in the event that the Company determines that any Shares are scheduled under this Agreement to be delivered on a day (the “Original Distribution Date”) on which the Company determines that a sale by the Participant of such Shares on the open market would be prohibited for any reason, including because it would (i) violate the registration requirements under the Securities Act or (ii) violate any of the provisions of the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto) or (iii) violate a “lock-up” agreement undertaken in connection with an issuance of securities by the Company or (iv) not be permitted under applicable securities laws or Company policies, including xxxxxxx xxxxxxx policies applicable to the Participant and (v) the Company elects, prior to the Original Distribution Date, not to satisfy its tax withholding obligation by withholding Shares from the Shares otherwise due to the Participant on the Original Distribution Date under this Agreement, or there is no tax withholding obligation due, then such Shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable on the date on which the sale of such Shares by the Participant on the open market would not be in violation of any of such registration requirements, the federal securities laws (or any Company or, if applicable, Affiliate policy related thereto), lock-up agreement or would otherwise be permitted under applicable securities laws or Company policies; provided, however, that in no event shall the delivery of the Shares be delayed pursuant to this provision beyond the later of (a) December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of the Participant’s taxable year in which the Original Issuance Date occurs), and (b) if and only if permitted in a manner that complies with U.S. Treasury Regulation Section 1.409A-1(b)(4), the date that is the 15th day of the third cale...
Payment of Shares. Except as provided in the following sentence, the Shares, if any, earned by you under this Agreement, and not forfeited under this Agreement, will be delivered to you, or your beneficiary if you are deceased, for the number of Shares earned as soon as practicable after the latest to occur of (a) the Vesting Date, or (b) the determination of the number of all Shares, if any, earned by you under this Agreement with respect to the FY 2012-14 Performance Period. Notwithstanding the preceding sentence, in the event of vesting prior to the Vesting Date under the provisions of paragraph 6 of this Performance Shares Award section, then the Shares, if any, earned by you will be delivered to you or your beneficiary as soon as practicable after your Termination of Affiliation. Delivery of Shares may be effected on an uncertificated basis, to the extent not prohibited by applicable law or the rules of the New York Stock Exchange. To the extent the Shares are delivered in uncertificated form, your Shares shall be deposited directly with Xxxxxxx Xxxxxx Trust Company, or such other agent designated by the Company, and the Company may utilize electronic or automated methods to transfer the Shares.
Payment of Shares. (a) Prior to the Effective Time, Parent ----------------- shall appoint a bank or trust company reasonably satisfactory to the Company to act as disbursing agent (the "Disbursing Agent") for the payment of Merger Consideration upon surrender of certificates representing the shares of Company Common Stock. Parent will enter into a disbursing agent agreement with the Disbursing Agent, in form and substance reasonably acceptable to the Company. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Disbursing Agent in trust for the benefit of the Company's stockholders cash in an aggregate amount necessary to make the payments pursuant to Section 1.04 to holders of shares of Company Common Stock (such amounts being hereinafter referred to as the "Exchange Fund"). The Disbursing Agent shall invest the Exchange Fund, as the Surviving Corporation directs, in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of all principal and interest or commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor's, a division of The McGraw Hill Companies, or a combination thereof, provided that, in any such case, no such instrument shall have a maturity exceeding three months. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Exchange Fund shall be used only as provided in this Agreement.
Payment of Shares. The Company shall pay for Trust shares within five days after it places the order for Trust shares. The Trust reserves the right to delay issuing or transferring Trust shares and/or to delay accruing or declaring dividends in accordance with any policy set forth in its then current prospectus with respect to such shares until any payment check has cleared. If the Trust or the Distributor does not receive payment within the five days period, the Trust may, without notice, cancel the order and require the Company to reimburse the Trust promptly for any loss the Trust suffered by reason of the Company failing to timely pay for its shares.
Payment of Shares. At or prior to the time of delivery of any of our shares you will pay or cause to be paid to the Custodian, or direct the selling Sub-Agent or Dealer to pay, for our account, an amount in cash or, subject to approval by the President or Vice President of the Fund, in securities equal to the net asset value of such shares. In the event that you pay for shares sold by you prior to your receipt of payment from purchasers, you are authorized to reimburse yourself for the net asset value of such shares from the offering price of such shares when received by you.
Payment of Shares. Payments made pursuant to this Award Agreement shall be payable in Shares. The Company shall, except as set forth in your Employment Agreement and subject to Sections 3(a), 3(b), 3(d) and 7 of this Award Agreement, deliver to you or your legal representative, on each Settlement Date, one Share for each RSU that is scheduled to be settled on such date in accordance with the terms of this Award Agreement.
Payment of Shares. (a) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 4(b) above shall be the thirtieth (30th) day following the Maturity Date.
Payment of Shares. If at any time the Company elects or is required to purchase any Option Shares pursuant to Section 4, the Company shall pay the purchase price for the Option Shares it purchases (i) first, by offsetting indebtedness, if any, owing from the Participant to Investors or the Company (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Participant Group receiving consideration in such repurchase) and (ii) then, by the Company's delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Option Shares so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its Subsidiaries or any of its or their property or (B) after giving effect thereto, in a Financing Default, or (C) if the Committee determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by the Company's delivery of either (z) subordinated promissory notes of the Company (the "Notes") with a principal equal to the balance of the purchase price or, at the option of the Company, (y) preferred shares of the Company (the "Preferred Shares") with a liquidation preference equal to the balance of the purchase price; which Notes or Preferred Shares shall bear interest or accrue yield, as appropriate, annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which interest or yield, as appropriate, shall be payable at maturity or upon payment by the Company of dividends on Company capital stock [for the purpose of clarity, distributions made by the Company pursuant to Section 7.06(f) of that certain Credit Agreement, dated November 20, 2003, by and among the Company and the other parties named therein, shall not be deemed a payment by the Company of dividends on Company capital stock as described in this sentence). Any such Notes or Preferred Shares issued shall be promptly paid (i) when the Cash Deferral Condition which prompted thei...
Payment of Shares. 10 4.1. Payment for Shares of Company Common Stock.....................................................10
