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

Payment for and Delivery of Certificates. At the Closing, (a) Parent shall pay the aggregate Purchase Price for the Shares being purchased from Stockholder by (i) wire transfer in immediately available funds of the total amount of the Purchase Price for such Shares to an account designated by Stockholder by written notice to Parent or (ii) delivery of that number of shares of Parent Common Stock equal to the quotient of the total amount of the Purchase Price and the Closing Date Market Price (determined as if the Effective Time had occurred on the Notice Date), (b) Stockholder shall deliver to Parent a certificate or certificates evidencing Stockholder's Shares, and Stockholder agrees that such Shares shall be transferred free and clear of all liens and (c) in the event that Parent has elected to pay the exercise price with shares of Parent Common Stock, Parent shall deliver to Stockholder a certificate or certificates evidencing such shares, and Parent agrees that such shares of Parent Common Stock shall be transferred free and clear of all liens. All such certificates representing Shares shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, and with all applicable taxes paid or provided for.

Payment for and Delivery of Certificates. At the Closing, (a) Parent shall pay the aggregate Purchase Price for the Shares being purchased from each Stockholder by (i) wire transfer in immediately available funds of the total amount of the Purchase Price for such Shares to an account designated by Stockholder by written notice to Parent or (ii) delivery of that number of shares of Parent Common Stock (the "PARENT SHARES") equal to the quotient of the total amount of the Purchase Price and the Closing Date Market Price (determined as if the Effective Time had occurred on the Notice Date), (b) each Stockholder whose Shares are being purchased shall deliver to Parent a certificate or certificates evidencing such Stockholder's Shares, and such Stockholder agrees that such Shares shall be transferred free and clear of all liens liens, and (c) in the event that Parent has elected to pay the exercise price with shares of Parent Common Stock, Parent shall deliver to each Stockholder a certificate or certificates evidencing such sharesthe Parent Shares to be received by each Stockholder at the Closing, and Parent agrees that such shares of Parent Common Stock Shares shall be transferred free and clear of all liens. All such certificates representing Shares 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 such Stockholder thereon guaranteed, and with all applicable taxes paid or provided for.

Payment for and Delivery of Certificates. At the Closing, (a) Parent shall pay the aggregate Purchase Price for the Shares being purchased from each Stockholder by (i) wire transfer in immediately available funds of the total amount of the Purchase Price for such Shares to an account designated by Stockholder by written notice to Parent or (ii) delivery of that number of shares of Parent Common Stock (the "Parent Shares") equal to the quotient of the total amount of the Purchase Price and the Closing Date Market Price (determined as if the Effective Time had occurred on the Notice Date), (b) each Stockholder whose Shares are being purchased shall deliver to Parent a certificate or certificates evidencing such Stockholder's Shares, and such Stockholder agrees that such Shares shall be transferred free and clear of all liens liens, and (c) in the event that Parent has elected to pay the exercise price with shares of Parent Common Stock, Parent shall deliver to each Stockholder a certificate or certificates evidencing such sharesthe Parent Shares to be received by each Stockholder at the Closing, and Parent agrees that such shares of Parent Common Stock Shares shall be transferred free and clear of all liens. All such certificates representing Shares 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 such Stockholder thereon guaranteed, and with all applicable taxes paid or provided for.