Common use of Payment for Securities Clause in Contracts

Payment for Securities. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives, the Company and the Selling Shareholders, at 9:00 A.M. (New York City time) on the second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives, the Company and the Selling Shareholders (such time and date of payment and delivery being herein called the “Primary/Secondary Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives, the Company and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the Company and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to bank accounts designated by the Company and the Selling Shareholders, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Primary/Secondary Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment for Securities. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives, the Company Representatives and the Selling ShareholdersCompany, at 9:00 A.M. (New York City time) on the second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives, Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called the “Primary/Secondary Primary Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives, the Company Representatives and the Selling ShareholdersCompany, on each Date of Delivery as specified in the notice from the Representatives to the Company and the Selling ShareholdersCompany. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank accounts account designated by the Company and the Selling Shareholders, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Primary/Secondary Primary Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment for Securities. Payment of for the purchase price for, Primary Securities and delivery of certificates or security entitlements for, the Initial Secondary Securities shall be made by wire transfer in immediately available funds to the accounts specified by the Company and each Selling Shareholder, respectively, to the Representative, at the offices of Sidley Austin Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx 00000Xxxxxxxxxx 00000 at 10:00 A.M. New York City time on June 9, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as shall be agreed upon by the RepresentativesRepresentative, the Company and each Selling Shareholder may agree upon in writing or, in the Selling Shareholderscase of any Option Securities, at 9:00 A.M. (New York City time) on the second (third, if date and at the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon and place specified by the Representatives, Representative in the Company and written notice of the Selling Shareholders (Underwriters’ election to purchase such Option Securities. The time and date of such payment and delivery being for the Underwritten Securities is referred to herein called as the “Primary/Secondary Closing Time”). In additionDate” and each time and date for such payment for any Option Securities, in if other than the event that Closing Date, is herein referred to as an “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or any or all of the Option Securities are purchased by the UnderwritersAdditional Closing Date, payment of the purchase price for, and delivery of certificates or security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives, the Company and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the Company and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to bank accounts designated by the Company and the Selling Shareholdersif any, as the case may be, shall be made against delivery to delivery, through the Representatives facilities of DTC for the respective accounts of the Underwriters several Underwriters, of certificates or security entitlements for the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by themthe Company or the applicable Selling Shareholder, as applicable. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option SecuritiesThe certificates, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not representing such Securities will be obligated to) make payment of the purchase price made available for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received inspection by the Primary/Secondary Representative at the office of Xxxxxx & Xxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Time Date or the relevant Date of Deliverysuch Additional Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment for Securities. Payment (a) From and after the Effective Time, a bank or trust company mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of (i) the purchase price for, and delivery Merger Price in respect of certificates or security entitlements for(the "Share Certificates") that, prior to the Effective Time, (b) Promptly after the Effective Time, the Initial Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Securities shall be made at (other than Share Certificates representing Dissenting Shares and Certificates representing Securities held by Parent or the offices Purchaser, any wholly-owned subsidiary of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Parent or at such other place as shall be agreed upon by the Representatives, the Company and the Selling Shareholders, at 9:00 A.M. (New York City time) on the second (third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives, the Company and the Selling Shareholders (such time and date of payment and delivery being herein called the “Primary/Secondary Closing Time”). In additionPurchaser, in the event that any or all treasury of the Option Securities are purchased Company or by any wholly-owned subsidiary of the Company) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price or aggregate Warrant Spread Amount, as applicable, in respect thereof. Upon the surrender of each such Certificate, the Paying Agent shall pay the holder of such Certificate (i) in respect of Shares, the Merger Price multiplied by the Underwritersnumber of Shares formerly represented by such Certificate, payment and (ii) in respect of Warrants, the Warrant Spread Amount multiplied by the number of shares of Common Stock that may have been acquired upon exercise of the purchase price forWarrant formerly represented by such Certificate, in each case in consideration therefor, and delivery such Certificate (c) Promptly following the date which is 90 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of certificates a Certificate formerly representing a Security may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Price or security entitlements forWarrant Spread Amount, such Option Securities as applicable, relating thereto, without any interest or dividends thereon. (d) After the Effective Time, there shall be made at no transfers on the above-mentioned offices, or at such other place as shall be agreed upon by stock transfer books of the Representatives, the Company and the Selling Shareholders, on each Date Surviving Corporation of Delivery as specified in the notice from the Representatives any Securities which were outstanding immediately prior to the Company and Effective Time. If, after the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to bank accounts designated by the Company and the Selling Shareholders, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Primary/Secondary Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.Effective Time,