Payments and Issuances Sample Clauses

Payments and Issuances. Payments and Issuances hereunder shall be made addressed to the recipient at the address of the recipient provided for in Section 16.1 or to such other address or wire destination (with respect to Payments) as may be designated by notice by the recipient party in accordance with Section 16.1.
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Payments and Issuances. Neither the Company nor any of its Subsidiaries shall pay or agree to pay any cash or cash equivalents, or issue any Securities, other than in connection with (i) the payment of dividends to the Stockholders in accordance with their equity interests in the Company or (ii) the operation of the business of the Company, without the prior written consent of the EDH Holder.
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Payments and Issuances. (i) Following an Initial Public Offering, the portion of the Time Award that becomes vested pursuant to Section 3(a)(ii)(A) shall convert into that number of shares of Unrestricted Stock equal to (A) the number of vested Phantom Units underlying the Time Award, multiplied by (B) a fraction, the numerator of which is the IPO Price minus the Base Price, and the denominator of which is the IPO Price, which issuance shall be made as soon as practicable, but in no event later than December 31 of the calendar year in which such Initial Public Offering occurs. (ii) Following a Participant’s Qualified Termination of Service prior to the date of the consummation of a Change of Control, the Company shall pay to the Participant cash in an amount equal to (or, at the election of the Board, if applicable, the Company or its successor shall issue that number of shares of stock or other securities of the Company or such successor valued at) the difference between (A) the greater of (x) the Fair Market Value of a Class A Unit as of the date on which such termination occurs and (y) the Fair Market Value of a Class A Unit as of the Payout Date and (B) the Base Price, for each Phantom Unit under the Time Award that is vested on the date of termination, which payment (or issuance) shall be made as soon as practicable on or after the Payout Date, but in no event later than December 31 of the calendar year in which the Payout Date occurs. (iii) Following a termination of Service by the Participant without Good Reason on or after the third anniversary of the Grant Date (which shall be deemed to constitute a “Qualified Termination of Service” solely for purposes of determining the number of Phantom Units under the Time Award that have vested upon such termination pursuant to Section 3(a)(ii)) and prior to the date of the consummation of a Change of Control, the Company shall pay to the Participant cash in an amount equal to (or, at the election of the Board, if applicable, the Company or its successor shall issue that number of shares of stock or other securities of the Company or such successor valued at) the difference between (A) the lesser of (x) the Fair Market Value of a Class A Unit as of the date on which such termination occurs and (y) the Fair Market Value of a Class A Unit as of the Payout Date and (B) the Base Price, for each Phantom Unit that is vested on the date of termination, which payment (or issuance) shall be made as soon as practicable on or after the Payout ...
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Payments and Issuances. At the Closing: (i) the Parent shall pay, or cause to be paid, by wire transfer of immediately available funds to Newtek (to an account designated in writing by Newtek not later than two Business Days prior to the Closing), the Cash Consideration; (ii) the Parent shall cause to be issued to Newtek the Stock Consideration in book-entry form; (iii) the Parent shall pay or cause to be paid, on behalf of Newtek, 50% of the R&W Insurance Premium.
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Payments and Issuances. (i) The Parent shall deposit or cause to be deposited with Computershare Trust Company, N.A., a Delaware corporation, or such other exchange agent as mutually agreed by Parent and the Company (the “Exchange Agent”), for the benefit of the holders of the shares of Company Common Stock and holders of Converted Equity Awards, (A) at or prior to the Effective Time, an aggregate number of shares of Parent Common Stock to be issued in non-certificated book-entry form sufficient to deliver the number of shares of Parent Common Stock required to be delivered in respect of any shares of the Company Common Stock pursuant to Section 2.5 and Converted Equity Awards pursuant to Section 2.7, subject to any adjustment necessary pursuant to Section 2.13, (B) at or prior to the Effective Time, an aggregate amount of cash in U.S. Dollars sufficient to deliver the amounts required to be delivered in respect of the shares of Company Common Stock and Converted Equity Awards pursuant to the Cash Payment, if applicable, and for payment of fractional shares in lieu of issuance thereof in accordance with Section 2.11(b), and (C) as necessary from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of the shares of Company Common Stock may be entitled pursuant to Section 2.15 with both a record and payment date after the Effective Time and prior to the surrender of such shares of Company Common Stock (such shares of Parent Common Stock and cash to be deposited with the Exchange Agent pursuant to this Section 2.11 being the “Exchange Fund”). (ii) At the Closing, the Parent shall pay or cause to be paid to the applicable payees the Estimated Transaction Expenses pursuant to the delivery instructions provided in the applicable Transaction Expense Invoices, including to the payees set forth on set forth in Section 2.11(a)(ii) of the Company Disclosure Schedule.
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Related to Payments and Issuances

  • Prepayments and Amendments Parent will not, and will not permit any of its Subsidiaries to, (a) Except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances and (C) the Subordinated Investor Notes (which may be prepaid in full or in part so long as (x) the source of such prepayment is solely Net Cash Proceeds of a Qualifying IPO, (y) after giving effect to such prepayment, no Event of Default has occurred and is continuing and (z) only if the payment is otherwise permitted under the subordination terms and conditions set forth in such in Subordinated Investor Notes), (ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or (b) Directly or indirectly, amend, modify, or change any of the terms or provisions of (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or (iii) any Material Contract except to the extent that such amendment, modification, or change could not, in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders.

  • Acquisitions and Investments Borrower will not, nor will it permit any Subsidiary of Borrower to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries of Borrower), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Entity Acquisition of any Person, except: (i) Cash Equivalents; (ii) Investments in existing Subsidiaries of Borrower, Investments in Subsidiaries of Borrower formed for the purpose of developing or acquiring industrial properties, or Investments in existing or newly formed joint ventures and partnerships engaged solely in the business of purchasing, developing, owning, operating, leasing and managing industrial properties; (iii) transactions permitted pursuant to Section 6.12; (iv) Investments permitted pursuant to Section 6.23; and (v) Entity Acquisitions of Persons whose primary operations consist of the ownership, development, operation and management of industrial properties; provided that, after giving effect to such Entity Acquisitions and Investments, Borrower continues to comply with all its covenants herein. Entity Acquisitions permitted pursuant to this Section 6.15 shall be deemed to be “Permitted Acquisitions”.

  • Payments and Prepayments 1.1 Payments and prepayments of principal and interest on this Note shall be made to Payee at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. 10604. 1.2 Payments and prepayments of principal and interest on this Note shall be made in lawful money of the United States of America. 1.3 If any payment on this Note becomes due and payable on a Saturday, Sunday or other day an which commercial banks in New York City are authorized or required by law to close, the maturity thereof shall be extended to the next succeeding business day, and, with respect to payments of principal, interest thereon shall be payable during such extension at the then applicable rate. 1.4 The Company shall be obligated to prepay the outstanding principal amount of this Note within ten (10) days after such time as (i) the Company receives net proceeds of at least $1,000,000 from an equity financing, or (ii) the Company sells substantially all its assets. The Company shall have the right at any time and from time to time to prepay this Note in whole or in part, together with interest on the amount prepaid to the date of prepayment, without penalty or premium. Upon payment of part of the principal amount of this Note, the Company may require the holder to present this Note for notation of such payment and, if this Note is paid in full, require the holder to surrender this Note. 1.5 Upon payrnent in full of all outstanding principal and interest due under this Note, the Company's obligations in respect of payment of this Note shall terminate and the holder shall return it to the Company.

  • Payments and Transfers 1. Except under the circumstances envisaged in Article 11, a Party shall not apply restrictions on international transfers and payments for current transactions relating to its specific commitments. 2. Nothing in this Agreement shall affect the rights and obligations of any Party who is a member of the International Monetary Fund under the Articles of Agreement of the Fund, including the use of exchange actions which are in conformity with the Articles of Agreement of the Fund, provided that a Party shall not impose restrictions on any capital transactions inconsistently with its specific commitments regarding such transactions, except under Article 11 or at the request of the Fund.

  • Investments, Acquisitions, Loans and Advances The Borrower shall not, nor shall it permit any Subsidiary to (i) directly or indirectly, make, retain or have outstanding any investments (whether through the purchase of stock or obligations or otherwise) in any Person, real property or improvements on real property, or any loans, advances, lines of credit, mortgage loans or other financings (including pursuant to sale/leaseback transactions) to any other Person, or (ii) acquire any real property, improvements on real property or all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent, with respect to the Borrower or any Subsidiary, any of the following: (a) investment in Cash Equivalents; (b) investments existing or contemplated on the date hereof and listed on Schedule 8.8 hereto; (c) investments in derivatives and h▇▇▇▇▇ made in the ordinary course of the such Person’s business in connection with managing risk for which the Borrower, any Guarantor or any Subsidiary has actual exposure (and not for speculative purposes) including, without limitation, Hedging Agreements; (d) investments in Permitted Acquisitions; (e) investments by the Borrower in one or more Guarantors or by a Guarantor in the Borrower or one or more other Guarantors; (f) investments in Mortgage Receivables not to exceed $5,000,000 in the aggregate; (g) investments in marketable securities available for sale; or (h) any other investments otherwise approved by the Required Lenders. In determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall always be taken at the book value (as defined in GAAP) thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid.