Common use of Payment for Stock Clause in Contracts

Payment for Stock. Shares shall be issued only upon receipt by the Company of full payment of the purchase price for the shares as to which the option is exercised. The purchase price is payable by the Optionee to the Company either (i) in cash or by certified check or cashier's check payable to the order of the Company; or (ii) through the delivery of shares of Common Stock (duly owned by the Optionee and as to which the Optionee has good title free and clear of any liens and encumbrances) having a fair market value (as determined by the Board of Directors of the Company) equal to the purchase price; or (iii) by a combination of cash and Common Stock as provided above. The Company will not be obligated to deliver any shares unless and until, in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with, nor, in the event the outstanding common stock is at the time listed upon any stock exchange, unless and until the shares to be delivered have been listed or authorized to be added to the list upon official notice of legal matters in connection with the issuance and delivery of shares have been approved by the Company's counsel. Without limiting the generality of the foregoing, the Company may require from the Optionee such investment representation or such agreement, if any, as counsel for the Company may consider necessary in order to comply with the Securities Act of 1933, as amended and may require that the Optionee agree that he will notify the Company when he makes any disposition of the shares whether by sale, gift or otherwise. The Company will use its best efforts to effect any such compliance or listing, and the Optionee will take any action reasonably requested by the Company in such connection. The Optionee will have the rights of a shareholder only as to shares actually acquired by him upon exercise of the option granted hereby.

Payment for Stock. Shares of Common Stock shall be issued only upon receipt by the Company of full payment of the purchase price for the shares as to which the option this Option is exercised. The purchase price is payable by the Optionee to the Company either (i) in cash or by certified check or cashier's check payable to the order of the Company; or (ii) through the delivery of shares of Common Stock (duly owned by the Optionee and as to which the Optionee has good title free and clear of any liens and encumbrances) having which have been outstanding for at least six months and which have a fair market value (as determined by the Board of Directors of the Company) on the last business day prior to the date of exercise of this Option equal to the purchase price; or (iii) by delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price; or (iv) by any combination of cash and Common Stock as provided abovethe forgoing permissible forms of payment. The Company will not be obligated to deliver any shares unless and until, in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with, nor, in the event the outstanding common stock Common Stock is at the time listed upon any stock exchange, unless and until the shares to be delivered have been listed or authorized to be added to the list listed upon official notice of that legal matters in connection with the issuance and delivery of such shares have been approved by the Company's counsel. Without limiting the generality of the foregoing, the Company may require from the Optionee such investment representation or such agreement, if any, as counsel for the Company may consider necessary in order to comply with the Securities Act of 1933, as amended and may require that the Optionee agree that he will notify the Company when he makes any disposition of the shares whether by sale, gift or otherwise. The Company will use its best efforts to effect any such compliance or listing, and the Optionee will agrees to take any action reasonably requested by the Company in connection therewith. Subject to any applicable limitations under the Securities Act of 1933, as amended, and the rules and regulations thereunder, the Company will promptly file a Registration Statement on Form S-8 (or any successor form), with respect to the shares of Common Stock issuable upon exercise of this Option, and the Company will use all reasonable efforts to maintain the effectiveness of such connectionregistration statement for so long as this Option shall remain outstanding. The Company may require that Optionee agree that he will notify the Company when he makes any disposition of the shares issued upon exercise of this Option whether by sale, gift or otherwise. Optionee will have the rights of a shareholder only as to shares actually acquired by him upon exercise of the option granted herebythis Option.

Payment for Stock. Shares shall The purchase price of shares of Company Stock to be issued only upon receipt purchased by the Company (or its designee) pursuant to this Article VII will be paid by (a) at the Company's option, the cancellation of full payment indebtedness owing from the Employee Shareholder to the Company or any of its subsidiaries, if any, and (b) then by the Company's delivery of a bank cashier's check or certified check for the remainder of the purchase price for price, if any, against delivery of the shares as to which the option is exercised. The purchase price is payable by the Optionee to certificates or other instruments representing the Company either (i) in cash or by certified check or cashier's check payable to the order of the CompanyStock so purchased, Duly Endorsed; or (ii) through the delivery of shares of Common Stock (duly owned by the Optionee and as to which the Optionee has good title free and clear of any liens and encumbrances) having a fair market value (as determined by the Board of Directors of the Company) equal to the purchase price; or (iii) by a combination of cash and Common Stock as provided above. The Company will not be obligated to deliver any shares unless and until, in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with, northat, in the event (x) that the outstanding common stock Company does not have sufficient cash flow to finance the payment of such purchase price referred to in clause (b) above, as determined in good faith the Board, or (y) that the Company is at the time listed upon any stock exchangenot permitted, unless and until the shares to be delivered have been listed or authorized to be added pursuant to the list upon official notice provisions of legal matters either the Credit Agreements or the Subordinated Notes, or any refinancing, refunding or amendment thereof (after seeking in connection good faith to obtain from the lenders thereunder a consent reasonably acceptable to the Company with the issuance respect to effecting a cash repurchase), to pay cash in payment of such purchase price referred to in clause (b) above, but is permitted, pursuant thereto and delivery of shares have been approved by the Company's counsel. Without limiting the generality pursuant to all other credit obligations of the foregoingCompany to issue an Employee Repurchase Note, then, in any of such events, the Company may require from (or its designee) may, at its option, pay for such purchase price with the Optionee such investment representation delivery of a junior, subordinated promissory note bearing interest at an eight percent (8%) annual rate of interest, due on the fifth anniversary of the date of issuance thereof (or such agreementlater date as may be required by any financing agreement to which the Company is a party) and substantially in the form attached hereto as Exhibit A for the remainder of the purchase price, if anyany (such promissory note, as counsel for the "Employee Repurchase Note"). In the event that the Company may consider necessary in order (or its designee) intends to comply with deliver an Employee Repurchase Note upon the Securities Act exercise of 1933any Put Right or any Call Right, as amended and may require that the Optionee agree that he will Company (or its designee) shall notify the Company when he makes any disposition of intended recipient thereof prior to the shares whether by sale, gift or otherwisedelivery thereof. The Company will use (or its best efforts to effect any such compliance or listing, and the Optionee will take any action reasonably requested by the Company in such connection. The Optionee will designee) shall have the rights of a shareholder only as to shares actually acquired by him upon exercise set forth in subsections (a) and (b) of the option granted herebyfirst sentence of this Section 7.4 whether or not any Permitted Transferee(s) of the Employee Shareholder owing amounts to the Company or its subsidiaries, if applicable, is itself an obligor of the Company or its subsidiaries.