Payment and Issuance Clause Samples
The Payment and Issuance clause establishes the terms under which payments are made and relevant documents or instruments are issued between parties. Typically, it outlines the timing, method, and conditions for payment, as well as the process for delivering items such as shares, certificates, or other contractual instruments upon receipt of payment. This clause ensures that both parties understand their obligations regarding financial transactions and the corresponding issuance, thereby reducing the risk of disputes and ensuring a smooth exchange of value.
Payment and Issuance. Shares acquired pursuant to the exercise of Options shall be paid for in full at the time of exercise, in cash (in U.S. dollars) as a condition of such exercise, unless the Board, in its sole and absolute discretion allows the Participant to pay the Purchase Price in any manner set forth below, so long as the sum of cash so paid and such other consideration equals the Purchase Price. A certificate for the net amount of Shares attributable to an exercise shall be issued to Participant as soon as practicable following payment of the aggregate Purchase Price and all applicable withholding taxes.
(i) Payment of the Purchase Price for any Shares purchased pursuant to the Plan may be made, where expressly approved for the Participant by the Board, in its sole and absolute discretion, and where permitted by law:
(A) By check;
(B) By cancellation of indebtedness of the Company to the Participant;
(C) By surrender of Shares that either: (A) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144; or (B) were obtained by Participant in the public market;
(D) By waiver of compensation due or accrued to Participant for services rendered;
(E) With respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists (A) through a “same day sale” commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD dealer”) whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Purchase Price directly to the Company; or (B) through a “margin” commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Purchase Price directly to the Company; or
(F) In the event that no public market for the Company’s stock exists, by the issuance of Shares equal in value to the excess of (A) the then Fair Market Value of the Shares being purchased over (B) the Purchase Price for the Shares being purchased.
(G) By any combination of the foregoing.
(ii) The Bo...
Payment and Issuance. Payment of the [Alt. A: cash component of the Performance Award and issuance of the PSUs pursuant to the Performance Award] [Alt. B: Performance Award] will be made following the Company’s final determination of its FYxx financial results and the Committee’s approval of Performance Award payouts under the FYxx/FYxx LTIP, but in no event later than the date that is 2.5 months after the end of calendar year in which vesting occurs, or if later, the end of the Company’s tax year in which vesting occurs. [If substituted for cash pursuant to I.3 above,] PSUs will not be exercised for a fraction of a PSU, and components of the Performance Award will be rounded up or down to the nearest whole dollar or whole share, as applicable. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to you, an amount equal to any federal, state or local taxes of any kind required by law to be withheld with respect to the delivery of any component of the Performance Award. Issuance of the PSUs is subject to execution by you and the Company of a Restricted Stock Unit Grant Agreement concerning such PSUs, which shall detail the number of PSUs issued to you and shall include equivalent provisions to those set forth in Sections II.3 – 21 below, but which Restricted Stock Unit Grant Agreement shall not adjust the timing of settlement from that set forth above.
Payment and Issuance. Contemporaneously with the signing and delivery of this Agreement:
(a) Purchaser shall pay the Purchase Price by delivering it to the Company in immediately available funds; and
(b) the Company shall issue the Note to Purchaser.
Payment and Issuance. (i) At the Closing, the Buyer Entities shall pay to Sellers an aggregate amount in cash equal to the Cash Consideration Amount, by wire transfer of immediately available funds in accordance with the wiring instructions and allocation in the Payment Statement.
(ii) At the Closing, Buyer Parent shall, if applicable, (1) issue to Seller Parent, in book-entry form, the Buyer Parent Shares and (2) deliver to Seller Parent a letter, duly executed by Buyer Parent, directing such transfer agent to enter into its book and records the number of Buyer Parent Shares in the name of Seller Parent. Promptly after the Closing, Buyer Parent shall deliver to Seller Parent evidence of the entry into the books and records of Buyer Parent’s transfer agent of the number of Buyer Parent Shares in the name of Seller Parent.
Payment and Issuance. Payment of the cash component of the Performance Award and issuance of the PSUs pursuant to the Performance Award will be made following the Company’s final determination of its FY financial results and the Committee’s approval of Performance Award payouts under the FY /FY LTIP. PSUs will not be exercised for a fraction of a PSU, and components of the Performance Award will be rounded up or down to the nearest whole dollar or whole share, as applicable. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to you, an amount equal to any federal, state or local taxes of any kind required by law to be withheld with respect to the delivery of any component of the Performance Award. Issuance of the PSUs is subject to execution by you and the Company of a Restricted Stock Unit Grant Agreement concerning such PSUs, which shall detail the number of PSUs issued to you and shall include equivalent provisions to those set forth in Sections II.3 — 21 below.
Payment and Issuance. At the Milestone Closing, each Purchaser will pay to an account designated by the Company, by wire transfer of immediately available funds, the amount set forth opposite its name on Exhibit A hereto under the heading “Milestone Closing Subscription Amount” less, if applicable, the product of (x) $0.0001 multiplied by (y) such Purchaser’s Milestone Overage Number. Subject to receipt of the foregoing payment, the Company will (i) instruct the Transfer Agent to credit each Purchaser the number of Shares purchased by the Purchaser pursuant to Section 1.2 hereof, (ii) as promptly as practical, deliver, or cause the Transfer Agent to deliver, written evidence of the issuance to the Purchaser of such Shares on and as of the Milestone Closing Date, and (iii) if applicable, deliver to such Purchaser the Pre-Funded Warrants purchased by such Purchaser at the Milestone Closing.
Payment and Issuance. At each Investor Call Closing, each Purchaser participating in such Investor Call Closing will pay to an account designated by the Company, by wire transfer of immediately available funds, the amount set forth opposite its name on Exhibit A hereto under the heading “Investor Call Subscription Amount” less, if applicable, the product of (x) $0.0001 multiplied by (y) such Purchaser’s Investor Call Overage Number. Subject to receipt of the foregoing payment, the Company will (i) instruct the Transfer Agent to credit each such Purchaser the number of Shares purchased by the Purchaser pursuant to Section 1.3 hereof, (ii) as promptly as practical, deliver, or cause the Transfer Agent to deliver, written evidence of the issuance to the Purchaser of such Shares on and as of the Investor Call Closing Date, and (iii) if applicable, deliver to such Purchaser the Pre-Funded Warrants purchased by such Purchaser at the Investor Call Closing.
Payment and Issuance. The Cash and Stock for Total Net Sales and the Cash and Stock for NIBIT shall be paid and issued to ▇▇▇▇▇ within fifteen (15) days of the day the 1997 audit is complete, unless Cerprobe or Acquisition, in their sole discretion, elect to pay/issue one hundred percent (100%) (or such other percentage as Cerprobe and ▇▇▇▇▇ may agree) of the Cash and Stock for Total Net Sales and the Cash and Stock for NIBIT, at an earlier date. The common stock of Cerprobe that is issued to 10 ▇▇▇▇▇ pursuant to the Article IV, if any, shall be valued at Ten Dollars ($10.00) per share for purposes of this Article IV, and any adjustments to the Cash and Stock for Total Net Sales and Cash and Stock for NIBIT shall be prorata so that the amount of the cash being paid, if any, and the value of the common stock of Cerprobe being issued, if any, are always equal.
Payment and Issuance. At the Initial Closing, each Purchaser will pay to an account designated by the Company, by wire transfer of immediately available funds, the dollar amount set forth opposite its name on Exhibit A hereto under the heading “Initial Closing Aggregate Purchase Price”. Subject to receipt of the foregoing payment, the Company will (i) instruct the Transfer Agent to credit each Purchaser the number of Shares set forth opposite its name on Exhibit A hereto under the heading “Initial Closing Shares Subscription Amount”, and (ii) as promptly as practical, deliver, or cause the Transfer Agent to deliver, written evidence of the issuance to the Purchaser of such Shares on and as of the Initial Closing Date. If the Initial Closing has not occurred for any reason on or prior to three Business Days after the date hereof, the Company shall promptly (but not later than one Business Day thereafter) return the subscription amount to each Purchaser by wire transfer of immediately available funds in an account specified by such Purchaser, and any book entries for the Shares shall be deemed canceled; provided that, unless this Agreement has been terminated pursuant to Section 8.15 hereof, such return of funds shall not terminate this Agreement or relieve such Purchaser of its obligations to purchase, or of the Company of its obligations to issue and sell, the Shares at the Initial Closing.
Payment and Issuance. At Closing, Buyer shall (i) pay to Seller, in cash by wire transfer of immediately available funds, to the account or accounts designated by Seller, an amount equal to the First Seller Installment, (ii) issue, in book-entry or certificated form, the Buyer Stock Consideration in the name of Seller and (iii) pay to Pioneer, in cash by wire transfer of immediately available funds, to the account or accounts designated by Pioneer, an amount equal to the First Pioneer Installment. On the date that is sixty (60) days after the Closing Date, Buyer shall pay to (y) Seller, in cash by wire transfer of immediately available funds, to the account or accounts designated by Seller, an amount equal to the Second Seller Installment and (z) Pioneer, in cash by wire transfer of immediately available funds, to the account or accounts designated by Pioneer, an amount equal to the Second Pioneer Installment. The Second Seller Installment and the Second Pioneer Installment shall accrue interest at a rate of 5% per annum from the Closing Date until paid in full.