Common use of Closing of Purchase; Payment of Purchase Price Clause in Contracts

Closing of Purchase; Payment of Purchase Price. Subject to Section 11, the closing of a purchase pursuant to Section 6 shall take place at the principal office of Worldwide on the tenth business day following whichever of the following is applicable: (i) the receipt by the Purchaser (or his estate) of the notice of Worldwide or the CD&R Fund, as the case may be, of its exercise of its option to purchase any of the Shares pursuant to Section 6(a) or (ii) Worldwide's receipt of notice from the Purchaser (or his estate) requiring Worldwide to purchase all of the Shares pursuant to Section 6(a) or (iii) the Board's determination (which shall be delivered to the Purchaser) that Worldwide is authorized to purchase Shares as a result of Unforeseen Personal Hardship pursuant to Section 6(b). At the closing, (i) subject to the proviso below, Worldwide or the CD&R Fund, as the case may be, shall pay to the Purchaser (or his estate) an amount equal to the Purchase Price and (ii) the Purchaser (or his estate) shall deliver to Worldwide such certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser (or his estate), as Worldwide may reasonably require; provided, however, that if the Determination Date occurs during the first or last fiscal quarter of any fiscal year of Worldwide, Worldwide or the CD&R Fund, as the case may be, may elect to pay the Purchase Price in two installments. In any such event, (i) at the closing of the purchase of the Shares, Worldwide or the CD&R Fund, as the case may be, shall pay to the Purchaser (or his estate) an amount (the "First Installment Amount") equal to 80% of the Fair Market Value of the Shares, determined pursuant to Section 7(a) hereof on the basis of the most recent available valuation of the Shares, and (ii) no later than the tenth business day following receipt by Worldwide of the Applicable Share Valuation, Worldwide or the CD&R Fund, as the case may be, shall pay an additional amount to the Purchaser (or his estate) equal to the sum of (1) the excess (the "Excess Payment"), if any, of (A) the Purchase Price for the Shares, over (B) the First Installment Amount and (2) an amount calculated by multiplying the Excess Payment by a percentage equal to the average annual cost to Worldwide of its and its Subsidiaries bank indebtedness obligations outstanding during the period commencing on the closing date of the purchase of the Shares and ending on the date of payment of such additional amount pursuant to this clause (ii) or, if there are no such obligations outstanding, one percentage point greater than the average annual prime rate charged during such period by Chase Bank or such other nationally recognized bank designated by Worldwide.

Closing of Purchase; Payment of Purchase Price. Subject to Section 1110, the closing of a purchase of any Covered Options pursuant to this Section 6 5 shall take place at the principal office of Worldwide on the tenth business day following whichever of the following is applicable: (i) the receipt by the Purchaser Grantee (or his estate) of the notice of Worldwide Worldwide's or the CD&R Fund's, as the case may be, notice of its exercise of its option right to purchase any of the Shares such Covered Options pursuant to Section 6(a) or (ii) Worldwide's receipt of notice from the Purchaser (or his estate) requiring Worldwide to purchase all of the Shares pursuant to Section 6(a) or (iii) the Board's determination (which shall be delivered to the Purchaser) that Worldwide is authorized to purchase Shares as a result of Unforeseen Personal Hardship pursuant to Section 6(b5(c). At the closing, (i) subject to the proviso below, Worldwide or the CD&R Fund, as the case may be, shall pay the Purchase Price to the Purchaser Grantee (or his estate) an amount equal for the Covered Options being purchased by delivery of a check for such Purchase Price payable to the Purchase Price order of the Grantee (or his estate) and (ii) the Purchaser Grantee (or his estate) shall deliver to Worldwide such certificates or other instruments representing the Shares so purchasedas Worldwide may reasonably request, appropriately endorsed signed by the Purchaser Grantee (or his estate), as Worldwide may reasonably requirefree and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature; provided, however, that if the Determination Date occurs during the first or last fiscal quarter of any fiscal year of WorldwideFiscal Year, Worldwide or the CD&R Fund, as the case may be, may elect to pay defer the payment of a portion of the Purchase Price in two installmentsfor the Covered Options being purchased until the tenth business day following receipt by Worldwide of the Applicable Share Valuation (such tenth business day, the "Deferred Payment Date"). In the event of any such eventdeferral, (i) at the closing of the purchase of the SharesCovered Options, Worldwide or the CD&R Fund, as the case may be, shall pay to the Purchaser Grantee (or his estate) an amount (the "First Installment Amount") equal to 80% of the excess of (A) the aggregate Fair Market Value of the SharesShares then covered by the Covered Options being purchased, determined pursuant to Section 7(a) hereof on the basis of the most recent available annual valuation of the Shares, over (B) the aggregate Option Price for such Shares, and (ii) no later than the tenth business day following receipt by Worldwide of the Applicable Share ValuationDeferred Payment Date, Worldwide or the CD&R Fund, as the case may be, shall pay an additional amount to the Purchaser Grantee (or his estate) equal to the sum of (1) the excess (the "Excess Payment")excess, if any, of (A) the sum of (1) the Purchase Price for the Shares, over (B) the First Installment Amount Covered Options being purchased and (2) an amount calculated by multiplying the Excess Payment First Installment Amount by a percentage equal to the average annual cost to Worldwide and the Subsidiaries of its and its Subsidiaries their bank indebtedness obligations outstanding during the period commencing on the closing date that payment of a portion of the purchase of the Shares and ending on the date of payment of such additional amount pursuant to this clause (ii) Purchase Price is delayed hereunder or, if there are no such obligations outstanding, one percentage point greater than the average annual prime rate charged during such period by Chase Bank or such other nationally recognized bank designated by Worldwide, over (B) the First Installment Amount.

Closing of Purchase; Payment of Purchase Price. Subject to ---------------------------------------------- Section 1110, the closing of a purchase of any Covered Options pursuant to this Section 6 5 shall take place at the principal office of Worldwide the Company on the tenth business day following whichever of the following is applicable: (i) the receipt by the Purchaser (or his estate) Grantee of the notice of Worldwide Company's or the CD&R Fund's, as the case may be, notice of its exercise of its option right to purchase any of the Shares such Covered Options pursuant to Section 6(a) or (ii) Worldwide's receipt of notice from the Purchaser (or his estate) requiring Worldwide to purchase all of the Shares pursuant to Section 6(a) or (iii) the Board's determination (which shall be delivered to the Purchaser) that Worldwide is authorized to purchase Shares as a result of Unforeseen Personal Hardship pursuant to Section 6(b5(c). At the closing, (i) subject to the - proviso below, Worldwide the Company or the CD&R Fund, as the case may be, shall pay the Purchase Price to the Grantee for the Covered Options being purchased by delivery to the Grantee of cash or immediately available funds in an amount equal to such Purchase Price and such Covered Option shall be canceled and (ii) -- the Grantee shall deliver to the Company such instruments as the Company may reasonably request, signed by the Grantee, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature; provided, -------- however, that if the Determination Date occurs during the first or last fiscal ------- quarter of any Fiscal Year, the Company or the CD&R Fund, as the case may be, may defer the payment of a portion of the Purchase Price for the Covered Options being purchased until the tenth business day following receipt by Employer of the Applicable Share Valuation (such tenth business day, the "Deferred Payment ---------------- Date"). In the event of any such deferral, (i) at the closing of the purchase ---- - of the Covered Options, the Company or the CD&R Fund, as the case may be, shall pay to the Purchaser (or his estate) an amount equal to the Purchase Price and (ii) the Purchaser (or his estate) shall deliver to Worldwide such certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser (or his estate), as Worldwide may reasonably require; provided, however, that if the Determination Date occurs during the first or last fiscal quarter of any fiscal year of Worldwide, Worldwide or the CD&R Fund, as the case may be, may elect to pay the Purchase Price in two installments. In any such event, (i) at the closing of the purchase of the Shares, Worldwide or the CD&R Fund, as the case may be, shall pay to the Purchaser (or his estate) Grantee an amount (the "First Installment Amount") equal to 80% of ------------------------ the excess of (A) the aggregate Fair Market Value of the SharesShares then covered by - the Covered Options being purchased, determined pursuant to Section 7(a) hereof on the basis of the most recent available annual valuation of the Shares, over (B) the aggregate Option Price - for such Shares, and (ii) no later than the tenth business day following receipt by Worldwide of Deferred Payment Date, the Applicable Share Valuation, Worldwide Company -- or the CD&R Fund, as the case may be, shall pay an additional amount to the Purchaser (or his estate) Grantee equal to the sum of (1A) the excess excess, if any, of the Purchase Price for the - Covered Options being purchased over the First Installment Amount (the "Excess Payment"), if any, of (A) the Purchase Price for the Shares, over and (B) the First Installment Amount and (2) an amount calculated by multiplying interest on the Excess Payment by a percentage equal to for the average annual cost to Worldwide of its and its Subsidiaries bank indebtedness obligations outstanding during the -------------- - period commencing on the closing date of the purchase of the Shares and ending on the date of payment of such additional amount pursuant to this clause (ii) at the average annual cost to Holding and its Subsidiaries of its bank indebtedness obligations outstanding during such period or, if there are no such obligations outstanding, one percentage point greater than the average annual prime rate charged during such period by Chase Bank or such other nationally recognized bank designated by WorldwideHolding.

Closing of Purchase; Payment of Purchase Price. Subject to ---------------------------------------------- Section 11, the closing of a purchase pursuant to this Section 6 shall take place at the principal office of Worldwide Holding on the tenth business day following whichever of the following is applicable: (i) the receipt by the Purchaser (or - his estate) of the notice of Worldwide Holding or the CD&R Fund, as the case may be, of its exercise of its option to purchase any of the Shares pursuant to Section 6(a) or (ii) WorldwideHolding's receipt of notice from the Purchaser (or his estate) -- requiring Worldwide Holding to purchase all of the Shares pursuant to Section 6(a) or (iii) the Holding Board's determination (which shall be delivered to the --- Purchaser) that Worldwide Holding is authorized to purchase Shares as a result of Unforeseen Personal Hardship pursuant to Section 6(b). At the closing, (i) - subject to the proviso below, Worldwide Holding or the CD&R Fund, as the case may be, shall pay to the Purchaser (or his estate) cash or immediately available funds in an amount equal to the Purchase Price and (ii) the Purchaser (or his estate) -- shall deliver to Worldwide Holding such certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser (or his estate), as Worldwide Holding may reasonably require; provided, however, that if the Determination Date occurs during the first or last fiscal quarter of any fiscal year of WorldwideHolding, Worldwide Holding or the CD&R Fund, as the case may be, may elect to pay the Purchase Price in two installments. In any such event, (i) at the closing of - the purchase of the Shares, Worldwide Holding or the CD&R Fund, as the case may be, shall pay to the Purchaser (or his estate) an amount (the "First Installment Amount") ------------------------ equal to 80% of the Fair Market Value of the Shares, determined pursuant to Section 7(a) hereof on the basis of the most recent available valuation of the Shares, and (ii) no later than the tenth -- business day following receipt by Worldwide Holding of the Applicable Share Valuation, Worldwide Holding or the CD&R Fund, as the case may be, shall pay an additional amount to the Purchaser (or his estate) equal to the sum of (1) the excess (the "Excess - ------ Payment"), if any, of (A) the Purchase Price for the Shares, over (B) ------- - - the First Installment Amount and (2) an amount calculated by multiplying interest on the Excess Payment by a percentage equal to for the average annual cost to Worldwide of its and its Subsidiaries bank indebtedness obligations outstanding during the - period commencing on the closing date of the purchase of the Shares and ending on the date of payment of such additional amount pursuant to this clause (ii) at the average annual cost to Holding and its Subsidiaries of its bank indebtedness obligations outstanding during such period or, if there are no such obligations outstanding, one percentage point greater than the average annual prime rate charged during such period by The Chase Manhattan Bank ("Chase Bank") or such ---------- other nationally recognized bank designated by WorldwideHolding.