Common use of CLOSING ON SHARE ISSUANCE Clause in Contracts

CLOSING ON SHARE ISSUANCE. On the date specified in the written notice of exercise (the "Closing Date"), the Optionee will deliver to the Company [a] the Stock Option Price for all Optioned Shares being acquired pursuant to the Option, [b] the Optionee's signed investment letter in the form of the attached Exhibit A (or in such form as the Board of Directors of the Company (the "Board") may from time to time subsequently determine), [c] the Optionee's signed Class B Common Stock Voting Trust Agreement in the form of the attached Exhibit B (or in such form as the Board may from time to time subsequently determine) and [d], upon issuance by the Company, the stock certificate representing the Optioned Shares, duly endorsed for transfer to the trustee under the Class B Common Stock Voting Trust Agreement (in return for which the Optionee shall receive a Voting Trust Certificate representing the Optioned Shares). All of the provisions of this Agreement, including, without limitation, Sections 7 through 18, will apply to each Voting Trust Certificate issued under the Class B Common Stock Voting Trust Agreement in respect of any Shares (as defined below). Payment will be made in cash, either by personal check which clears in the ordinary course, by bank cashier's check or by certified check (in all cases, in immediately available funds). Any other method of payment may be made only if acceptable to the Board, in its discretion. Notwithstanding the above, the Company shall not be obligated to deliver any Optioned Shares unless and until, in the opinion of the Company's counsel, there has been compliance with all applicable federal and state laws and regulations and only when all other legal matters in connection with the issuance and delivery of such Optioned Shares have been approved by the Company's counsel. The Company shall use its best efforts to effect any such compliance, and the Optionee shall take any such action reasonably requested by the Company; provided, however, that in no event shall the Company be required to file a registration statement under the Securities Act of 1933 or any state securities law to satisfy its obligation to use its best efforts to effect such compliance. The Optionee shall have the rights of a shareholder of the Company only as to shares actually acquired by and issued to the Optionee under this Agreement.

CLOSING ON SHARE ISSUANCE. On the date specified in the written notice of exercise (the "Closing Date"), the Optionee will deliver to the Company [a] the Stock Option Price for all Optioned Shares being acquired pursuant to the Option, [b] the Optionee's signed investment letter in the form of the attached Exhibit A (or in such form as the Board of Directors of the Company (the "Board") may from time to time subsequently determine), [c] the Optionee's 2 signed Class B Common Stock Voting Trust Agreement in the form of the attached Exhibit B (or in such form as the Board may from time to time subsequently determine) and [d], upon issuance by the Company, the stock certificate representing the Optioned Shares, duly endorsed for transfer to the trustee under the Class B Common Stock Voting Trust Agreement (in return for which the Optionee shall receive a Voting Trust Certificate representing the Optioned Shares). All of the provisions of this Agreement, including, without limitation, Sections 7 through 18, will apply to each Voting Trust Certificate issued under the Class B Common Stock Voting Trust Agreement in respect of any Shares (as defined below). Payment will be made in cash, either by personal check which clears in the ordinary course, by bank cashier's check or by certified check (in all cases, in immediately available funds). Any other method of payment may be made only if acceptable to the Board, in its discretion. Notwithstanding the above, the Company shall not be obligated to deliver any Optioned Shares unless and until, in the opinion of the Company's counsel, there has been compliance with all applicable federal and state laws and regulations and only when all other legal matters in connection with the issuance and delivery of such Optioned Shares have been approved by the Company's counsel. The Company shall use its best efforts to effect any such compliance, and the Optionee shall take any such action reasonably requested by the Company; provided, however, that in no event shall the Company be required to file a registration statement under the Securities Act of 1933 or any state securities law to satisfy its obligation to use its best efforts to effect such compliance. The Optionee shall have the rights of a shareholder of the Company only as to shares actually acquired by and issued to the Optionee under this Agreement.

CLOSING ON SHARE ISSUANCE. On the date specified in the written notice of exercise (the "Closing Date"), the Optionee will deliver to the Company [a] the Stock Option Price for all 2 Optioned Shares being acquired pursuant to the Option, [b] the Optionee's signed investment letter in the form of the attached Exhibit A (or in such form as the Board of Directors of the Company (the "Board") may from time to time subsequently determine), [c] the Optionee's signed Class B Common Stock Voting Trust Agreement in the form of the attached Exhibit B (or in such form as the Board may from time to time subsequently determine) and [d], upon issuance by the Company, the stock certificate representing the Optioned Shares, duly endorsed for transfer to the trustee under the Class B Common Stock Voting Trust Agreement (in return for which the Optionee shall receive a Voting Trust Certificate representing the Optioned Shares). All of the provisions of this Agreement, including, without limitation, Sections 7 through 18, will apply to each Voting Trust Certificate issued under the Class B Common Stock Voting Trust Agreement in respect of any Shares (as defined below). Payment will be made in cash, either by personal check which clears in the ordinary course, by bank cashier's check or by certified check (in all cases, in immediately available funds). Any other method of payment may be made only if acceptable to the Board, in its discretion. Notwithstanding the above, the Company shall not be obligated to deliver any Optioned Shares unless and until, in the opinion of the Company's counsel, there has been compliance with all applicable federal and state laws and regulations and only when all other legal matters in connection with the issuance and delivery of such Optioned Shares have been approved by the Company's counsel. The Company shall use its best efforts to effect any such compliance, and the Optionee shall take any such action reasonably requested by the Company; provided, however, that in no event shall the Company be required to file a registration statement under the Securities Act of 1933 or any state securities law to satisfy its obligation to use its best efforts to effect such compliance. The Optionee shall have the rights of a shareholder of the Company only as to shares actually acquired by and issued to the Optionee under this Agreement.

CLOSING ON SHARE ISSUANCE. On the date specified in the written notice of exercise (the "Closing Date"), the Optionee will deliver to the Company [a] the Stock Option Price for all Optioned Shares being acquired pursuant to the Option, [b] the Optionee's signed investment letter in the form of the attached Exhibit A (or in such form as the Board of Directors of the Company (the "Board") may from time to time subsequently determine), [c] the Optionee's signed Class B Common Stock Voting Trust Agreement in the form of the attached Exhibit B (or in such form as the Board may from time to time subsequently determine) and [d], upon issuance by the Company, the stock certificate representing the Optioned Shares, duly endorsed for transfer to the trustee under the Class B Common Stock Voting Trust Agreement (in return for which the Optionee shall receive a Voting Trust Certificate representing the Optioned Shares). All of the provisions of this Agreement, including, without limitation, Sections 7 through 18, will apply to each Voting Trust Certificate issued under the Class B Common Stock Voting Trust Agreement in respect of any Shares (as defined below). Payment will be made in cash, either by personal check which clears in the ordinary course, by bank cashier's check or by certified check (in all cases, in immediately available funds). Any other method of payment may be made only if acceptable to the Board, in its discretion. Notwithstanding the above, the Company shall not be obligated to deliver any Optioned Shares unless and until, in the opinion of the Company's counsel, there has been compliance with all applicable federal and state laws and regulations and only when all other legal matters in connection with the issuance and delivery of such Optioned Shares have been approved by the Company's counsel. The Company shall use its best efforts to effect any such compliance, and the Optionee shall take any such action reasonably requested by the Company; provided, however, that in no event shall the Company be required to file a registration statement under the Securities Act of 1933 or any state securities law to satisfy its obligation to use its best efforts to effect such compliance. The Optionee shall have the rights of a shareholder of the Company only as to shares actually acquired by and issued to the Optionee under this Agreement.Act