Common use of Payment and Delivery of Option Shares Clause in Contracts

Payment and Delivery of Option Shares. Payment for the Company Option Shares shall be made on the Closing Date or the Option Closing Date, as the case may be, at the Representative’s election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit of the sum of $[_____] per Option Share to the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Company Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than two Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date. Payment for Selling Stockholders Option Shares shall be made on the Closing Date or Option Closing Date, as the case may be, by wire transfer in Federal (same day) funds of the price for the Option Shares being purchased to accounts designated by each Selling Stockholder against delivery to the Representative for the respective accounts of the several Underwriters of the Option Shares in the form of certificates for the securities comprising the Option Shares through the full fast transfer facilities of DTC for the account of the Underwriters. The certificates for the Selling Stockholders’ Option Shares shall be registered in the name or names and shall be in the denominations the Representative requests not less than two Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date.

Payment and Delivery of Option Shares. Payment (a) Immediately following the giving of an Exercise Notice pursuant to Section 2, the parties hereto will negotiate a definitive purchase and sale agreement (the "Purchase and Sale Agreement") and such other documentation reasonably necessary in connection with the Transfer (as defined below) of the Option Shares ("Other Documentation"). Each of the parties hereto agrees to negotiate the terms of the Purchase and Sale Agreement and the Other Documentation in good faith and to take all other actions reasonably necessary to consummate the Transfer of the Option Shares as promptly as practicable following the giving of the Exercise Notice, which Transfer will in no event occur more than 60 days following the giving of such notice (unless delayed by Grantee) (the date on which such Transfer occurs is hereinafter referred to as the "Closing Date"). The Purchase and Sale Agreement will contain provisions customary in such transactions including, without limitation, representations and warranties by each of the Grantors and Jillian's Boston substantially similar to the representations and warranties given by Grantee in Article II of the Merger Agreement. (b) Pursuant to the Purchase and Sale Agreement, on the Closing Date, simultaneously with the delivery of the aggregate Purchase Price by Grantee, each Grantor shall deliver to Grantee a certificate or certificates representing the Option Shares to be purchased from such Grantor duly endorsed in blank, or accompanied by appropriate stock powers duly executed in blank, in proper form for the Company transfer and with all requisite stock transfer stamps, if any, attached or provided for, which Option Shares shall be made on the Closing Date or the Option Closing Datefree and clear of all liens, as the case may beclaims, at the Representative’s election by wire transfer in Federal charges and encumbrances of any kind whatsoever. (same dayc) funds or by certified or bank cashier’s check(s) in New York Clearing House funds, by deposit Each of the sum of $[_____] per Option Share to the Company upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the full fast transfer facilities of DTC) for the account of the Underwriters. The certificates representing the Company Option Shares to be delivered will be in such denominations and registered in such names as the Representative requests not less than two Business Days Grantors hereby agrees that, prior to the Closing Date Date, such Grantor will take all actions reasonably necessary to eliminate from the Articles of Organization and the By-Laws of Jillian's Boston any and all restrictions or limitations on the Transfer of the Option Shares. Jillian's Boston hereby agrees to cooperate fully with each of the Grantors in the elimination of any such restrictions or limitations. (d) Notwithstanding anything in this Section 3 to the contrary or the giving an Exercise Notice pursuant to Section 2, Grantee will have no obligation to execute the Purchase and Sale Agreement or to purchase the Option Closing DateShares; provided, as the case may behowever, and will be made available that Grantee's right to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date. Payment for Selling Stockholders Option Shares shall be made on the Closing Date or Option Closing Date, as the case may be, by wire transfer in Federal (same day) funds of the price for purchase the Option Shares being purchased pursuant to accounts designated by each Selling Stockholder against delivery to the Representative for the respective accounts of the several Underwriters of the Option Shares in the form of certificates for the securities comprising the Option Shares through the full fast transfer facilities of DTC for the account of the Underwriters. The certificates for the Selling Stockholders’ Option Shares shall be registered in the name or names and shall be in the denominations the Representative requests not less than two Business Days an Exercise Notice given prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office expiration of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing DateExercise Period shall terminate 60 days following the expiration of the Exercise Period.