Common use of Payment and Delivery of Certificates Clause in Contracts

Payment and Delivery of Certificates. At any Closing hereunder, (a) Merger Sub shall deliver to the Company a Promissory Note substantially in the form attached hereto as Exhibit A (the “Note”) for the aggregate price for the Optioned Shares so purchased; and (b) the Company shall deliver to Merger Sub a certificate or certificates representing the number of Optioned Shares so purchased registered in the name of Merger Sub. Certificates for Optioned Shares delivered at the Closing may be endorsed with a restrictive legend that shall read substantially as follows: “THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” It is understood and agreed that the reference to the resale restrictions of the Securities Act of 1933, as amended (the “Act”), in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Purchaser shall have delivered to the Company a copy of a letter from the staff of the Securities and Exchange Commission, or an opinion of counsel or other evidence reasonably satisfactory to the Company, to the effect that registration of the future resale of the Optioned Shares is not required and that such legend is not required for purposes of the Act.

Payment and Delivery of Certificates. At any Closing hereunder, (a) Merger Sub the Purchaser shall make payment to the Company of the aggregate price for the par value of the Optioned Shares so purchased in official bank check or by wire transfer to a bank designated in writing by the Company; (b) the Purchaser shall deliver to the Company a Promissory Note substantially in the form attached hereto as Exhibit A (the “"Note”") for the aggregate price for the Optioned Shares so purchasedpurchased less the amount paid in accordance with clause 3(a); and (bc) the Company shall deliver to Merger Sub the Purchaser a certificate or certificates representing the number of Optioned Shares so purchased registered in the name of Merger Subthe Purchaser. Certificates for Optioned Shares delivered at the Closing may be endorsed with a restrictive legend that shall read substantially as follows: “"THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” " It is understood and agreed that the reference to the resale restrictions of the Securities Act of 1933, as amended (the “"Act”"), in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Purchaser Parent shall have delivered to the Company a copy of a letter from the staff of the Securities and Exchange Commission, or an opinion of counsel or other evidence reasonably satisfactory to the Company, to the effect that registration of the future resale of the Optioned Shares is not required and that such legend is not required for purposes of the Act.

Payment and Delivery of Certificates. At any Closing hereunder, (a) Merger Sub At the closing referred to in Section 3 hereof, Acquiror shall deliver pay to the Company a Promissory Note substantially in the form attached hereto as Exhibit A (the “Note”) for the aggregate purchase price for the Optioned Shares so purchased; and shares of the Company Common Stock purchased pursuant to the exercise of the Option in immediately available funds by a wire transfer to a bank account designated by the Company. (b) At such closing, simultaneously with the delivery of cash as provided in subsection (a), the Company shall deliver to Merger Sub Acquiror a certificate or certificates representing the number of Optioned Shares so shares of the Company Common Stock purchased registered by Acquiror, and Acquiror shall deliver to the Company a letter agreeing that Acquiror will not offer to sell, pledge or otherwise dispose of such shares in violation of applicable law or the name provisions of Merger Sub. this Agreement. (c) Certificates for Optioned Shares the Company Common Stock delivered at the Closing a closing hereunder may be endorsed with a restrictive legend that which shall read substantially as follows: “THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” It is understood and agreed that the reference to the resale restrictions of "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), in and the regulations promulgated thereunder and may not be sold without registration under the Securities Act or pursuant to an exemption from registration thereunder." It is understood and agreed that the above legend shall be removed by delivery of substitute certificate(s) without such reference legend if Purchaser Acquiror shall have delivered to the Company a copy of a letter from the staff of the Securities and Exchange CommissionSEC, or an opinion of counsel or other evidence reasonably counsel, in form and substance satisfactory to the Company, to the effect that registration of the future resale of the Optioned Shares is not required and that such legend is not required for purposes of the ActSecurities Act and any applicable state securities laws and this Agreement.

Payment and Delivery of Certificates. At any Closing hereunder, (a) Merger Sub the Purchaser shall make payment to the Company of the aggregate price for the par value of the Optioned Shares so purchased in official bank check or by wire transfer to a bank designated by the Company; (b) the Purchaser shall deliver to the Company a Promissory Note substantially in the form attached hereto as Exhibit A (the “Note”) for the aggregate price for the Optioned Shares so purchasedpurchased less the amount paid in accordance with clause 3(a); and (bc) the Company shall deliver to Merger Sub the Purchaser a certificate or certificates representing the number of Optioned Shares so purchased registered in the name of Merger Subthe Purchaser. Certificates for Optioned Shares delivered at the Closing may be endorsed with a restrictive legend that shall read substantially as follows: “THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” It is understood and agreed that the reference to the resale restrictions of the Securities Act of 1933, as amended (the “Act”), 1933 in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Purchaser Parent shall have delivered to the Company a copy of a letter from the staff of the Securities and Exchange Commission, or an opinion of counsel or other evidence reasonably satisfactory to the Company, to the effect that registration of the future resale of the Optioned Shares is not required and that such legend is not required for purposes of the Securities Act.

Payment and Delivery of Certificates. At any Closing hereunder, (a) Merger Sub At the closing referred to in Section 3 hereof, Parent shall deliver pay to the Company a Promissory Note substantially in the form attached hereto as Exhibit A (the “Note”) for the aggregate purchase price for the Optioned Option Shares so purchased; and purchased pursuant to the exercise of the Option in immediately available funds by a wire transfer to a bank account designated by the Company. (b) At such closing, simultaneously with the delivery of cash as provided in subsection (a), the Company shall deliver to Merger Sub Parent a certificate or certificates representing the number of Optioned Option Shares so purchased registered by Parent, and Parent shall deliver to the Company a letter agreeing that Parent will not offer to sell, pledge or otherwise dispose of such Option Shares in violation of applicable law or the name provisions of Merger Sub. this Agreement. (c) Certificates for Optioned Shares the Common Stock delivered at the Closing a closing hereunder may be endorsed with a restrictive legend that which shall read substantially as follows: “THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” It is understood and agreed that the reference to the resale restrictions of "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), in and the regulations promulgated thereunder and may not be sold without registration under the Securities Act or pursuant to an exemption from registration thereunder or with such modifications as otherwise required by applicable law." It is understood and agreed that the above legend shall be removed by delivery of substitute certificate(s) without such reference legend if Purchaser Parent shall have delivered to the Company a copy of a letter from the staff of the Securities and Exchange CommissionSEC, or an opinion of counsel or other evidence reasonably counsel, in form and substance satisfactory to the Company, to the effect that registration of the future resale of the Optioned Shares is not required and that such legend is not required for purposes of the ActSecurities Act and any applicable state securities laws and this Agreement.