Certificates and Payments Clause Samples
The "Certificates and Payments" clause establishes the procedures for verifying completed work and authorizing payments in a contract. Typically, it requires a certifying authority, such as an architect or project manager, to review the contractor's progress and issue certificates confirming the value of work done or materials supplied. Based on these certificates, the client is obligated to make interim or final payments to the contractor. This clause ensures that payments are made only for work properly completed, thereby protecting both parties by providing a clear, structured process for financial transactions during the project.
Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, Parent shall deliver or arrange to be delivered to the Depositary the Share Consideration (together with cash in lieu of fractional Parent Shares), including certificates or Direct Registration System Advices representing the Parent Shares required to be issued to the Company Shareholders in accordance with Section 3.1(d) hereof, which Parent Share evidence shall be held by the Depositary as agent and nominee for such former Company Shareholders for distribution to such former Company Shareholders in accordance with the provisions of Article 5 hereof. Following receipt of the Final Order and prior to the Effective Time, Purchaser shall deliver or arrange to be delivered to the Escrow Agent the aggregate CRP required to be paid to the Company Shareholders in accordance with Section 3.1(d), which CRP shall be held by the Escrow Agent as agent and nominee for such former Company Shareholders for distribution to such former Company Shareholders in accordance with the provisions of the CRP Agreement.
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Company Shareholder represented by such surrendered certificate shall be entitled to receive in exchange therefor the Consideration, and the Depositary shall deliver to such Company Shareholder the Share Consideration, which such Company Shareholder has the right to receive under the Arrangement for such Company Shares and any certificate so surrendered shall forthwith be cancelled. Notwithstanding the foregoing, a Company RSU Holder, in his, her or its capacity as such, shall not be obligated to deposit certificates representing the underlying Company Shares (including those received pursuant to Section 3.1(c)) in order to receive the Consideration which such Company RSU Holder has the right to receive under the Arrangement for such Company Shares if certificates representing such Company Shares have not been issued (and the Letter of Transmittal shall provide for same).
(c) Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Company Shares shall be deemed af...
Certificates and Payments. (a) Following receipt of the Final Order and in any event no later than the Business Day prior to the Effective Date, the Purchaser shall deliver or cause to be delivered to the Depositary sufficient funds to satisfy the aggregate Consideration payable to the Company Shareholders in accordance with Section 3.1(d), which cash shall be held by the Depositary in escrow as agent and nominee for such former Company Shareholders for distribution thereto in accordance with the provisions of this Article 5.
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d), together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable, the Consideration that such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled.
(c) On or as soon as practicable after the Effective Date, the Company will make payment of the aggregate amount payable to the holders of Company Convertible Securities in accordance with Section 3.1(a). On or as soon as practicable after the Effective Date, the Company shall pay or cause to be paid the amounts, net of applicable withholdings, to be paid to holders of Company Convertible Securities pursuant to this Plan of Arrangement, either (i) pursuant to the normal payroll practices and procedures of Company, or (ii) by cheque or similar means (delivered to such holder of Company Convertible Securities, as reflected on the register maintained by or on behalf of Company in respect of the Company Convertible Securities).
(d) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Company Shares (other than Company Shares held by the Purchaser, the Parent or any of their respective affiliates) shall be deemed at all times to represent only the right to receive from the Depositary in exchange therefor the Consideration that ...
Certificates and Payments. (a) Following receipt of the Final Order and prior to the Effective Time, Vail or Exchangeco shall deliver or cause to be delivered to the Depositary sufficient funds and certificates representing Vail Shares and Exchangeable Shares to satisfy the aggregate Consideration payable to the Whistler Shareholders in accordance with Section 3.1 plus sufficient funds to satisfy any aggregate cash payment in lieu of fractional Vail Shares or Exchangeable Shares, which cash, Vail Share certificates and Exchangeable Share certificates shall be held by the Depositary as agent and nominee for such former Whistler Shareholders for distribution to such former Whistler Shareholders in accordance with the provisions of this Article 5.
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Whistler Shares that were transferred pursuant to Section 3.1(f), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Whistler Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Whistler Shareholder, the Consideration that such Whistler Shareholder has the right to receive under the Arrangement for such Whistler Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled.
(c) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(b), each certificate that immediately prior to the Effective Time represented one or more Whistler Shares (other than Whistler Shares held by Vail, Exchangeco or any of their respective Affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3.
Certificates and Payments. 4.1 On the Effective Date Starcore will deposit the Starcore Shares with the Exchange Agent to satisfy the consideration issuable and/or payable to the C▇▇▇▇▇ Shareholders pursuant to this Plan of Arrangement (other than registered C▇▇▇▇▇ Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection).
4.2 On the Effective Date Starcore will deposit cash in the aggregate amount equal to the Option Consideration per C▇▇▇▇▇ Option with C▇▇▇▇▇ to satisfy the consideration payable to the C▇▇▇▇▇ Optionholders pursuant to this Plan of Arrangement.
4.3 After the Effective Date, certificates formerly representing C▇▇▇▇▇ Shares which are held by a C▇▇▇▇▇ Shareholder will, except for C▇▇▇▇▇ Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement.
4.4 No dividends or other distributions declared or made after the Effective Date with respect to the Starcore Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for C▇▇▇▇▇ Shares which, immediately prior to the Effective Date, represented outstanding C▇▇▇▇▇ Shares and will not be payable or paid until the surrender of certificates for C▇▇▇▇▇ Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement.
4.5 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Exchange Agent will send a Transmittal Letter to each registered C▇▇▇▇▇ Shareholder. Each registered C▇▇▇▇▇ Shareholder that submits a duly completed Transmittal Letter to the Exchange Agent, together with the certificate (if any) representing the C▇▇▇▇▇ Shares held by such C▇▇▇▇▇ Shareholder, will receive from the Exchange Agent the certificates representing the Starcore Shares to which such C▇▇▇▇▇ Shareholder is entitled pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such C▇▇▇▇▇ Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Exchange Agent in accordance with the instructions of the C▇▇▇▇▇ Shareholder in the Transmittal Letter.
4.6 As soon as practicable following the Effective Date, C▇▇▇▇▇ will deliver to each holder of C▇▇▇▇▇ Option...
Certificates and Payments. (a) Following receipt of the Final Order and, in any event, no later than the Business Day immediately prior to the Effective Date, the Purchaser shall deliver or cause to be delivered to the Depositary sufficient funds (i) to satisfy the aggregate Consideration payable to the Company Shareholders under this Plan of Arrangement, and (ii) to satisfy the aggregate Option Consideration payable to the Company Optionholders, which cash shall be held by the Depositary in escrow after the Effective Time as agent and nominee for such former Company Shareholders and former Company Optionholders for distribution thereto in accordance with the provisions of this Article 5.
(b) Upon (i) surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred to the Purchaser pursuant to Section 3.2(d) or 3.2(e), together with any such additional documents and instruments as the Depositary may reasonably require, or (ii) electronic position representing outstanding Company Shares that was transferred to the Purchaser pursuant to Section 3.2(d) or 3.2(e), the holder of the Company Shares, represented by such surrendered certificate or electronic position, shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable after the Effective Time, the Consideration that such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, and any certificate or electronic position so surrendered shall forthwith be cancelled.
(c) On or as soon as practicable after the Effective Date, the Depositary will deliver on behalf of the Company, the Option Consideration, less any amounts withheld pursuant to Section 5.3, to former Company Optionholders, by cheque or wire transfer (delivered to such former Company Optionholder, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options).
Certificates and Payments. (a) On or immediately prior to the Effective Date, the Company shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of the Securityholders and Brookfield, certificates representing the New Shares that the Securityholders and Brookfield are entitled to receive pursuant to Section 2.2(f), which certificates shall be held by the Depositary as agent and nominee for the Securityholders and Brookfield, subject to the issuance of the Certificate, in accordance with the provisions of this Article III.
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the time at which the transactions described in Section 2.2(f) are deemed to have occurred represented one or more Common Shares (or the entitlement to receive one or more Common Shares pursuant to Section 2.2(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 certificate shall be entitled to receive in exchange therefor, and the Depositary shall delivery to such holder following the Effective Time (in each case, less any amount withheld pursuant to Section 6.1), a certificate representing the number of New Shares to which such holder is entitled to receive under the Arrangement.
(c) After the Effective Time and until surrendered for cancellation as contemplated by Section 3.1(b), each certificate which immediately prior to the time at which the transactions described in Section 2.2(f) represented one or more Common Shares (or the entitlement to receive one or more Common Shares pursuant to Section 2.2(d)) shall be deemed at all times to represent only the right to receive in exchange therefor the entitlements which the holder of such certificate is entitled to receive in accordance with Section 3.1(b).
(d) In the event any certificate which immediately prior to the time at which the transactions described in Section 2.2(f) represented one or more Common Shares (or the entitlement to receive one or more Common Shares pursuant to Section 2.2(d)) that were consolidated pursuant to Section 2.2(f) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the New Shares that such Person is entitled to receive pursu...
Certificates and Payments. Forthwith following the Effective Time, the Company shall, subject to Section 3.1(b), issue and deliver to the Transfer Agent one or more irrevocable treasury directions authorizing the Transfer Agent, as the registrar and transfer agent of the Common Shares, Proportionate Voting Shares and Exchangeable Shares, to register and issue the aggregate number of Proportionate Voting Shares and Exchangeable Shares, as applicable, to which each of the JW Entities, Canopy Growth and Canopy Rivers are entitled in accordance with Sections 2.3(b) and (d).
Certificates and Payments. For all projects, it should be clearly understood that the University’s policy is as follows:
Certificates and Payments. 15.1 Upon the last day of the month following the month represented by the application for payment, an amount equal to ninety percent (90%) of the value of the work, products and materials described therein, less all previous payments, shall become due and payable by the City, subject always to the terms of the Contract Documents.
15.2 Upon the expiration of thirty-one (31) days from the City's issuance of a Certificate of Completion, an amount equal to the Contract price less: .1 Two (2) times the value of any deficiencies, plus .2 ten percent (10%) Builders’ Lien holdback, plus .3 the amount of all previous payments, shall become due and payable by the City subject always to the terms of the Contract Documents.
15.3 Upon the expiration of fifty-five (55) days after the date of the issuance by the City of the Certificate of Completion referred to above, the lien holdback amount shall become due and payable by the City, subject always to the terms of the Contract Documents.
15.4 Upon the expiration of thirty-one (31) days from the date of issuance by the City of a certificate of final payment, the deficiency holdback amount shall become due and payable by the City, subject always to the proper rectification of these deficiencies.
Certificates and Payments. The Owner fails to pay the Contractor when due any amount certified by the Engineer/Architect and verified by the audit of the Owner;