Payment for and Delivery of Certificates. If Parent or Purchaser elects to exercise the Purchase Option, at the Closing, (a) Parent or Purchaser shall pay the Purchase Option Consideration for the Stockholder's Equity by wire transfer in immediately available funds equal to the Cash Purchase Price to an account designated by Stockholder by written notice to Parent or Purchaser and (b) Stockholder shall deliver to Purchaser (i) a stock certificate or certificates evidencing the Owned Shares, (ii) a certificate of a duly authorized officer of Stockholder certifying that the representations and warranties of Stockholder contained in this Agreement are true and correct as of the Closing as if made on the Purchase Option Closing Date, (iii) a certificate of a duly authorized officer of the Company certifying on behalf of the Company (with no liability to such officer individually in the absence of fraud or gross negligence) that the representations and warranties of the Company in the Transaction Agreement that are qualified as to materiality or Company Material Adverse Effect are true and correct and the representations and warranties that are not so qualified are true and correct in all material respects, in each case as if such representations and warranties were made as of the Purchase Option Closing Date, and (iv) written evidence, satisfactory to Parent, of the cancellation of the Stock Options. All such stock certificates evidencing shares of the Common Stock delivered pursuant to this Section 1.04 shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of Stockholder thereon guaranteed, and with all applicable taxes paid or provided for.
Payment for and Delivery of Certificates. At the Option Closing, (i) Parent (or its designee) shall pay, by check, an amount equal to the product of (x) the Option Price and (y) the number of Shares owned by each Stockholder; and (ii) each Stockholder shall deliver or shall cause to be delivered to Parent a certificate or certificates evidencing each Stockholder's Shares, and each Stockholder agrees that such Shares shall be transferred free and clear of all liens. All such certificates representing Shares shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of each Stockholder thereon guaranteed, and with all applicable taxes paid or provided for.
Payment for and Delivery of Certificates. At the Closing, (a) Parent or Purchaser, as applicable, shall pay the aggregate Purchase Price for the Committed Shares then being purchased from the applicable Stockholder by wire transfer in immediately available funds to an account designated by such Stockholder by written notice to Parent, and (b) each such Stockholder shall deliver (or direct the depository for the Offer to so deliver) to Parent or Purchaser, as applicable, a certificate or certificates evidencing such Stockholder’s Committed Shares being purchased, free and clear of all Liens. All such certificates shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of such Stockholder thereon guaranteed, and with all applicable taxes paid or provided for.
Payment for and Delivery of Certificates. At the Closing, (a) Parent shall pay the aggregate Purchase Price for the Shares being purchased from Stockholder by (i) wire transfer in immediately available funds of the total amount of the Purchase Price for such Shares to an account designated by Stockholder by written notice to Parent or (ii) delivery of that number of shares of Parent Common Stock equal to the quotient of the total amount of the Purchase Price and the Closing Date Market Price (determined as if the Effective Time had occurred on the Notice Date), (b) Stockholder shall deliver to Parent a certificate or certificates evidencing Stockholder's Shares, and Stockholder agrees that such Shares shall be transferred free and clear of all liens and (c) in the event that Parent has elected to pay the exercise price with shares of Parent Common Stock, Parent shall deliver to Stockholder a certificate or certificates evidencing such shares, and Parent agrees that such shares of Parent Common Stock shall be transferred free and clear of all liens. All such certificates representing Shares shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, and with all applicable taxes paid or provided for.
Payment for and Delivery of Certificates. At the Closing, (a) the Purchaser shall pay the aggregate purchase price for the Shareholder's Shares being purchased from the Shareholder by wire transfer in immediately available funds to an account designated by the Shareholder by written notice to Purchaser and (b) the Shareholder shall deliver to Purchaser a certificate or certificates evidencing the Shareholder's Shares, and the Shareholder agrees that such Shares shall be transferred free and clear of all Liens (as defined below). All such certificates shall be duly endorsed in blank, or with appropriate stock powers duly executed in blank attached thereto, in proper form for transfer, with the signature of the Shareholder thereon guaranteed, and with all applicable taxes paid or provided for.
Payment for and Delivery of Certificates. At the Stock ---------------------------------------- Option Closing, (a) each Stockholder shall deliver to Parent a certificate or certificates evidencing the number of such Stockholder's Shares, and each such certificate shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of such Stockholder thereon guaranteed in a form acceptable to the Company's transfer agent, and with all applicable taxes paid or provided for (provided, that in no event shall a Stockholder be obligated to pay or provide for more taxes than if such Stockholder's Shares were purchased in the Offer), together with such other documents as may be necessary in Parent's judgment to effect the transfer thereof to Parent (including, but not limited to, the consent of any spouse of such Stockholder, if required for the transfer contemplated hereby) and (b) Parent shall pay, by wire transfer in immediately available funds or by certified or bank check payable in same day funds to such Stockholder, an amount equal to the product of (i) the Option Price and (ii) the number of such Stockholder's Shares for which certificates have been delivered to Parent pursuant to this Agreement at the Stock Option Closing. The obligation of the Stockholders under this Section 2.03 shall be deemed satisfied, with respect to all Shares delivered pursuant to Section 1.01, by the appointment and grant pursuant to Section 5.03.
Payment for and Delivery of Certificates. At the Closing, (a) Purchaser shall pay the aggregate Purchase Price for the Shares by wire transfer in immediately available funds to an account or accounts designated by the Stockholders by written notice to Purchaser and (b) the Stockholders shall deliver to Purchaser a certificate or certificates evidencing the Shares, duly endorsed in blank, or with appropriate stock powers, duly executed in blank, in proper form for transfer, with the signature of the Stockholders thereon guaranteed, and with all applicable taxes paid or provided for. Notwithstanding the provisions of this Section 1.03 or the last sentence of Section 1.02, in the event Purchaser shall accept for payment and pay for shares of Company Common Stock tendered pursuant to the Offer, then Purchaser shall effect payment for the Shares in immediately available funds not later than the next business day after such acceptance occurs.
Payment for and Delivery of Certificates. At the Option Closing, (i) ---------------------------------------- Acquisition (or its designee) shall pay, by check, an amount equal to the product of (x) $14 and (y) the number of Shares owned by Xxxxx; and
Payment for and Delivery of Certificates. At the Closing, (a) AC CO. shall pay the aggregate Purchase Price for the Shares being purchased from the Stockholder by wire transfer in immediately available funds of the total amount of the Purchase Price for the Shares to accounts designated by the Stockholders by written notice to AC CO., and (b) the Stockholders shall deliver to AC CO. certificates evidencing the Shares, and the Stockholders agree that the Shares shall be transferred free and clear of all liens. All such certificates shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of the Stockholders thereon guaranteed, and with all applicable taxes paid or provided for.
Payment for and Delivery of Certificates. At the Option Closing, ---------------------------------------- (i) Acquisition (or its designee) shall pay, by check, an amount equal to the product of (x) $14 and (y) the number of Shares owned by Xxxxxxxx; and (ii) Xxxxxxxx shall deliver or shall cause to be delivered to Acquisition a certificate or certificates evidencing Xxxxxxxx'x Shares, and Xxxxxxxx agrees that such Shares shall be transferred free and clear of all liens. All such certificates representing Shares shall be duly endorsed in blank, or with appropriate stock powers, duly executed in blank, attached thereto, in proper form for transfer, with the signature of Xxxxxxxx thereon guaranteed, and with all applicable taxes paid or provided for.
