Common use of Payment and Delivery of Certificates Clause in Contracts

Payment and Delivery of Certificates. (a) At any Option Closing, the Company shall pay to Parent in immediately available funds by wire transfer to a bank account designated in writing by Parent an amount equal to the Purchase Price multiplied by the number of Option Shares for which the Option is being exercised; provided, that failure or refusal of Parent to designate a bank account shall not preclude the Company from exercising the Option, in whole or in part. (b) At any Option Closing, simultaneously with the delivery of immediately available funds as provided in Section 3(a), Parent shall deliver to the Company a certificate or certificates representing the Option Shares to be purchased at such Option Closing, which Option Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. If at the time of issuance of the Option Shares pursuant to the exercise of the Option hereunder Parent shall not have redeemed the rights issued pursuant to the Parent Rights Agreement (the "Parent Rights"), or shall have issued any similar securities, then each Option Share issued pursuant to such exercise shall be accompanied by a corresponding Parent Right or new rights with terms substantially the same as and at least as favorable to the Company as are provided under the Parent Rights Agreement or any similar agreement then in effect.

Payment and Delivery of Certificates. (a) At any Option Closing, the Company ------------------------------------ Parent shall pay to Parent the Company in immediately available funds by wire transfer to a bank account designated in writing by Parent the Company an amount equal to the Purchase Price multiplied by the number of Option Shares for which the Option is being exercised; provided, that failure or refusal of Parent the Company to designate a bank account shall not preclude the Company Parent from exercising the Option, in whole or in part. (b) At any Option Closing, simultaneously with the delivery of immediately available funds as provided in Section 3(a), Parent the Company shall deliver to the Company Parent a certificate or certificates representing the Option Shares to be purchased at such Option Closing, which Option Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. If at the time of issuance of the Option Shares pursuant to the exercise of the Option hereunder Parent shall not have redeemed hereunder, the rights issued pursuant to the Parent Rights Agreement (the "Parent Rights"), or Company shall have issued any share purchase rights or similar securitiessecurities ("Rights") to holders of Company Stock, then each Option Share issued pursuant to such exercise shall be accompanied by a corresponding Parent Right or new rights with terms substantially the same as and at least as favorable to the Parent as those issued to other holders of Company as are provided under the Parent Rights Agreement or any similar agreement then in effectStock.

Payment and Delivery of Certificates. (a) At any Option Closing, the Company Parent shall pay to Parent the Company in immediately available funds by wire transfer to a bank account designated in writing by Parent the Company an amount equal to the Purchase Price multiplied by the number of Option Shares for which the Option is being exercised; provided, that failure or refusal of Parent the Company to designate a bank account shall not preclude the Company Parent from exercising the Option, in whole or in part. (b) At any Option Closing, simultaneously with the delivery of immediately available funds as provided in Section 3(a), Parent the Company shall deliver to the Company Parent a certificate or certificates representing the Option Shares to be purchased at such Option Closing, which Option Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. If at the time of issuance of the Option Shares pursuant to the exercise of the Option hereunder Parent hereunder, the Company shall not have redeemed the rights issued pursuant to the Parent Company Rights Agreement (the "Parent Company Rights"), or shall have issued any similar securities, then each Option Share issued pursuant to such exercise shall be accompanied by a corresponding Parent Company Right or new rights with terms substantially the same as and at least as favorable to the Company Parent as are provided under the Parent Company Rights Agreement or any similar agreement then in effect.

Payment and Delivery of Certificates. (a) At any Option Closing, the Company Parent shall pay to Parent the Company in immediately available funds by wire transfer to a bank account designated in writing by Parent the Company an amount equal to the Purchase Price multiplied by the number of Option Shares for which the Option is being exercised; provided, that failure or refusal of Parent the Company to designate a bank account shall not preclude the Company Parent from exercising the Option, in whole or in part. (b) At any Option Closing, simultaneously with the delivery of immediately available funds as provided in Section 3(a), Parent the Company shall deliver to the Company Parent a certificate or certificates representing the Option Shares to be purchased at such Option Closing, which Option Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. If at the time of issuance of the Option Shares pursuant to the exercise of the Option hereunder Parent hereunder, the Company shall have issued, and not have redeemed the redeemed. "poison pill" rights issued pursuant to the Parent Rights Agreement or similar securities rights (the "Parent Company Rights"), or shall have issued any similar securities, then each Option Share issued pursuant to such exercise shall be accompanied by a corresponding Parent Right or new rights with terms substantially the same as and at least as favorable to the Company as are provided under the Parent Rights Agreement or any similar agreement then in effectRight.

Payment and Delivery of Certificates. (a) At any Option Closing, the Company shall pay to Parent in immediately available funds by wire transfer to a bank account designated in writing by Parent an amount equal to the Purchase Price multiplied by the number of Option Shares for which the Option is being exercised; provided, that failure or refusal of Parent to designate a bank account shall not preclude the Company from exercising the Option, in whole or in part. (b) At any Option Closing, simultaneously with the delivery of immediately available funds as provided in Section 3(a), Parent shall deliver to the Company a certificate or certificates representing the Option Shares to be purchased at such Option Closing, which Option Shares shall be free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. If at the time of issuance of the Option Shares pursuant to the exercise of the Option hereunder Parent shall not have redeemed the rights issued pursuant to the Parent Rights Agreement (the "Parent Rights"), or shall have issued and not redeemed any similar securities, then each Option Share issued pursuant to such exercise shall be accompanied by a corresponding Parent Right or new rights with terms substantially the same as and at least as favorable to the Company as are provided under the Parent Rights Agreement or any similar agreement then in effect.