Common use of Payment for and Delivery of Certificates Clause in Contracts

Payment for and Delivery of Certificates. If Parent or Purchaser elects to exercise the Purchase Option, at the Closing, (a) Parent or Purchaser shall pay the Purchase Option Consideration for the Stockholder's Equity by wire transfer in immediately available funds equal to the Cash Purchase Price to an account designated by Stockholder by written notice to Parent or Purchaser and (b) Stockholder shall deliver to Purchaser (i) a stock certificate or certificates evidencing the Owned Shares, (ii) a certificate of a duly authorized officer of Stockholder certifying that the representations and warranties of Stockholder contained in this Agreement are true and correct as of the Closing as if made on the Purchase Option Closing Date, (iii) a certificate of a duly authorized officer of the Company certifying on behalf of the Company (with no liability to such officer individually in the absence of fraud or gross negligence) that the representations and warranties of the Company in the Transaction Agreement that are qualified as to materiality or Company Material Adverse Effect are true and correct and the representations and warranties that are not so qualified are true and correct in all material respects, in each case as if such representations and warranties were made as of the Purchase Option Closing Date, and (iv) written evidence, satisfactory to Parent, of the cancellation of the Stock Options. All such stock certificates evidencing shares of the Common Stock delivered pursuant to this Section 1.04 shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of Stockholder thereon guaranteed, and with all applicable taxes paid or provided for.

Payment for and Delivery of Certificates. If Parent or Purchaser elects to exercise the Purchase Option, at the Closing, (a) Parent or Purchaser shall pay the Purchase Option Consideration for the Stockholder's Equity by wire transfer in immediately available funds equal to the Cash Purchase Price to an account designated by Stockholder by written notice to Parent or Purchaser and (b) Stockholder shall deliver to Purchaser (i) a stock certificate or certificates evidencing the Owned Shares, (ii) a certificate of a duly authorized officer of Stockholder certifying that the representations and warranties of Stockholder contained in this Agreement are true and correct as of the Closing as if made on the Purchase Option Closing Date, (iii) a certificate of a duly authorized officer of the Company certifying on behalf of the Company (with no liability to such officer individually in the absence of fraud or gross negligence) that the representations and warranties of the Company in the Transaction Agreement that are qualified as to materiality or Company Material Adverse Effect are true and correct and the representations and warranties that are not so qualified are true and correct in all material respects, in each case as if such representations and warranties were made as of the Purchase Option Closing Date, and (iv) written evidence, satisfactory to Parent, of the cancellation of the Stock Options. All such stock certificates evidencing shares of the Common Stock delivered pursuant to this Section 1.04 shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of Stockholder thereon guaranteed, and with all applicable taxes paid or provided for.