Common use of Payment and Delivery of Certificates Clause in Contracts

Payment and Delivery of Certificates. At any Option ------------------------------------- Closing, Parent shall deliver to each Selling Stockholder a cash payment representing the Option Consideration payable in respect of the Subject Shares to be purchased from such Selling Stockholder at the Option Closing, and each Selling Stockholder shall deliver to Parent such Subject Shares, free and clear of all Liens, with the certificate or certificates evidencing such Subject Shares being duly endorsed for transfer by such Selling Stockholder and accompanied by all powers of attorney and/or other instruments necessary to convey valid and unencumbered title thereto to Parent, and shall assign to Parent (pursuant to a written instrument in form and substance satisfactory to Parent) all rights that such Selling Stockholder may have to require Company to register such Subject Shares under the Securities Act of 1933, as amended (the "Securities Act"). Transfer taxes, if any, imposed as a result of the exercise of an Option shall be borne by the Selling Stockholder.

Payment and Delivery of Certificates. At any Option ------------------------------------- Closing, ------------------------------------ Parent shall deliver pay to each Selling Stockholder a cash payment representing the Option Consideration payable in respect of the Subject Shares to be purchased from such Selling Stockholder at the Option Closing, and each Selling Stockholder shall deliver to Parent such Subject Shares, free and clear of all Liens, with the certificate or certificates evidencing such Subject Shares being duly endorsed for transfer by such Selling Stockholder and accompanied by all powers of attorney and/or other instruments necessary to convey valid and unencumbered title thereto to Parent, and shall shall, to the extent permissible, assign to Parent (pursuant to a written instrument in form and substance satisfactory to Parent) all rights that such Selling Stockholder may have to require Company to register such Subject Shares under the Securities Act of 1933, as amended (the "Securities Act"). Transfer taxes, if any, imposed as a result of the exercise of an the Option shall be borne by the Selling Stockholder.

Payment and Delivery of Certificates. At any the Option ------------------------------------- Closing, Parent shall deliver pay to each Selling Stockholder a cash payment representing Stockholders the Option Consideration payable in respect of the Subject Shares to be purchased from such Selling Stockholder Stockholders at the Option Closing, and each Selling Stockholder Stockholders shall deliver to Parent such Subject Sub- ject Shares, free and clear of all Liens, with the certificate or certificates certifi- cates evidencing such Subject Shares Xxxxes being duly endorsed for transfer by such Selling Stockholder Stockholders and accompanied by all powers of attorney and/or other instruments in- struments necessary to convey valid and unencumbered title thereto to ParentPar- ent, and shall shall, to the extent permissible, assign to Parent (pursuant to a written instrument in form and substance satisfactory to Parent) all rights that such Selling Stockholder Stockholders may have to require Company to register such Subject Sub- ject Shares under the Securities Act of 1933, as amended (the "Securities Act"). Transfer taxes, if any, imposed solely as a result of the exercise of an the Option shall be borne by the Selling StockholderPurchaser.

Payment and Delivery of Certificates. At any Option ------------------------------------- Closing, ------------------------------------- Parent shall deliver to each Selling Stockholder a cash payment representing certificate or certificates evidencing the Option Consideration payable in respect of the Subject Shares to be purchased from such Selling Stockholder at the Option Closing, and each Selling Stockholder shall deliver to Parent such Subject Shares, free and clear of all Liens, with the certificate or certificates evidencing such Subject Shares being duly endorsed for transfer by such Selling Stockholder and accompanied by all powers of attorney and/or other instruments necessary to convey valid and unencumbered title thereto to Parent, and shall assign to Parent (pursuant to a written instrument in form and substance satisfactory to Parent) all rights that such Selling Stockholder may have to require Company to register such Subject Shares under the Securities Act of 1933, as amended (the "Securities Act"). Transfer taxes, if any, imposed as a result of the exercise of an Option shall be borne by the Selling Stockholder.