Common use of Payment for the Clause in Contracts

Payment for the. Firm Shares shall be made to the Company and the Selling Shareholder by bank check or checks or wire transfer, as requested by the Company and the Selling Shareholder, payable in New York Clearing House funds, at the offices of Reid & Xriest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (xx such other place or places of payment as shall be agreed upon by the Company, the Selling Shareholder and the Representatives in writing), upon the delivery of the Firm Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor signed by the Representatives on behalf of themselves and as agent for the other Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York time on , 1996 (or on such later business day as shall be agreed upon by the Company and the Representatives in writing), unless postponed in accordance with the provisions of Section 10 hereof. The day and time at which payment and delivery for the Firm Securities are to be made is herein called the "Firm Closing Date". 3.4 Payment for any Additional Shares shall also be made to the Company by bank check or checks or wire transfer, as requested by the Company, payable in New York Clearing House funds, at the offices of Reid & Priest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing), upon the delivery of such Additional Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor as aforesaid at 10:00 A.M., New York time, on each Option Closing Date (which may be the same as the Firm Closing Date but shall in no event be earlier than the Firm Closing Date nor later than five business days after the giving of the related notice hereinafter referred to) as shall be designated in a written notice to the Company from the Representatives of their determination, on behalf of the Underwriters, to purchase a number, specified in 9 10 said notice, of Additional Shares. Each notice of the determination to exercise the option to purchase Additional Shares and the related Option Closing Date shall be given at any time within 45 days after the date of this Agreement. 3.5 Delivery of the Shares shall be made in definitive, fully registered form registered in such names and in such denominations as the Representatives may request in writing to the Company not later than two full business days prior to the Firm Closing Date or Option Closing Date, as the case may be, or if no such request is received, in the names of the respective Underwriters for the respective number of Firm Shares set forth opposite the name of each Underwriter in Schedule II, and in the case of Additional Shares, for the respective number of shares determined in accordance with Section 3.2 hereof. 3.6 The Company agrees to make the certificates for the Shares available for inspection by the Underwriters at the offices of Value Investing Partners, Inc. at least 24 hours prior to the Firm Closing Date, or Option Closing Date, as the case may be, in definitive, fully registered form, and as requested pursuant to Section 3.5 hereof. 3.7 The Company hereby agrees that, without the prior written consent of Value Investing Partners, Inc., the Company will not, directly or indirectly, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other disposition of) any shares of Common Stock or other equity security of the Company or any long term debt of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or other equity security or long term debt of the Company (other than the Shares, the Warrants, shares of Common Stock to be issued upon exercise of options and warrants outstanding on the date of this Agreement, or grants of options under the Company's 1993 Stock Incentive Plan and rights granted under the Company's 1995 Employee Stock Purchase Plan) during the period from the date of this Agreement until 90 days after the Firm Closing Date. Any sales or other dispositions subject to the foregoing restriction and permitted by Value Investing Partners, Inc. during such 90 day period must be effected through Value Investing Partners, Inc. and be subject to its customary brokerage commissions. 3.8 The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Shares by the Company and the Selling Shareholder to the Underwriters shall be borne by the Company and the Selling Shareholder (on a pro rata basis). The Company and the Selling Shareholder will pay and save the Underwriters and any subsequent holders of the Shares harmless from any failure or delay in paying state stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the issuance or sale to the Underwriters of the Shares. 3.9 On the Firm Closing Date, the Company shall issue and sell to the Representatives the Warrants for a purchase price of $100.00. The Warrant Agreement and the Warrants shall be satisfactory in form and substance to the Representatives. Payment for the Warrants shall be made on the Firm Closing Date. 4.

Payment for the. Firm Shares shall be made to the Company and the Selling Shareholder by certified or official bank check or checks payable to the order of the Company in immediately available funds at the office of Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on __________, 1996, or wire transferat such other time on the same or such other date, not later than ________, 1996, as requested shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date". Payment for any Additional Shares shall be made by certified or official bank check or checks payable to the order of the Company and the Selling Shareholder, payable in New York Clearing House funds, immediately available funds at the offices office of Reid Shearman & Xriest LLPSterling, 40 Wxxx 00xx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (xx such other place or places of payment as shall be agreed upon by the Company, the Selling Shareholder and the Representatives in writing), upon the delivery of the Firm Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor signed by the Representatives on behalf of themselves and as agent for the other Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York time on , 1996 (or on such later business day as shall be agreed upon by the Company and the Representatives in writing), unless postponed in accordance with the provisions of Section 10 hereof. The day and time at which payment and delivery for the Firm Securities are to be made is herein called the "Firm Closing Date". 3.4 Payment for any Additional Shares shall also be made to the Company by bank check or checks or wire transfer, as requested by the Company, payable in New York Clearing House funds, at the offices of Reid & Priest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing), upon the delivery of such Additional Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor as aforesaid at 10:00 A.M., New York local time, on each Option Closing Date such date (which may be the same as the Firm Closing Date but shall in no event be earlier than the Firm Closing Date nor later than five ten business days after the giving of the related notice hereinafter referred to) as shall be designated in a written notice from you to the Company from the Representatives of their your determination, on behalf of the Underwriters, to purchase a number, specified in 9 10 said notice, of Additional Shares, or on such other date, in any event not later than ______, 1996, as shall be designated in writing by you. Each The time and date of such payment are hereinafter referred to as the "Option Closing Date". The notice of the determination to exercise the option to purchase Additional Shares and of the related Option Closing Date shall may be given at any time within 45 30 days after the date of this Agreement. 3.5 Delivery of Certificates for the Firm Shares and Additional Shares shall be made in definitive, fully registered definitive form and registered in such names and in such denominations as the Representatives may you shall request in writing to the Company not later than two full business days prior to the Firm Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, or if no such request is received, in the names of the respective Underwriters for the respective number of Firm Shares set forth opposite the name of each Underwriter in Schedule II, and in the case of Additional Shares, for the respective number of shares determined in accordance with Section 3.2 hereof. 3.6 The Company agrees to make the certificates for the Shares available for inspection by the Underwriters at the offices of Value Investing Partners, Inc. at least 24 hours prior to the Firm Closing Date, or Option Closing Date, as the case may be, in definitive, fully registered form, and as requested pursuant to Section 3.5 hereof. 3.7 The Company hereby agrees that, without the prior written consent of Value Investing Partners, Inc., the Company will not, directly or indirectly, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other disposition of) any shares of Common Stock or other equity security accounts of the Company or several Underwriters, with any long term debt of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or other equity security or long term debt of the Company (other than the Shares, the Warrants, shares of Common Stock to be issued upon exercise of options and warrants outstanding on the date of this Agreement, or grants of options under the Company's 1993 Stock Incentive Plan and rights granted under the Company's 1995 Employee Stock Purchase Plan) during the period from the date of this Agreement until 90 days after the Firm Closing Date. Any sales or other dispositions subject to the foregoing restriction and permitted by Value Investing Partners, Inc. during such 90 day period must be effected through Value Investing Partners, Inc. and be subject to its customary brokerage commissions. 3.8 The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Shares by the Company and the Selling Shareholder to the Underwriters shall be borne by the Company and the Selling Shareholder (on a pro rata basis). The Company and the Selling Shareholder will pay and save the Underwriters and any subsequent holders of the Shares harmless from any failure or delay in paying state stamp and other transfer taxes, if any, which may be payable or determined to be taxes payable in connection with the issuance or sale transfer of the Shares to the Underwriters duly paid, against payment of the Shares. 3.9 On the Firm Closing Date, the Company shall issue and sell to the Representatives the Warrants for a purchase price of $100.00. The Warrant Agreement and the Warrants shall be satisfactory in form and substance to the Representatives. Payment for the Warrants shall be made on the Firm Closing Date. 4therefor.

Payment for the. Firm Shares shall be made to the Company and the Selling Shareholder or its order by wire transfer or by certified or official bank check or checks or wire transferin immediately available funds at the office of Pillsbury Winthrop LLP, as requested by the Company and the Selling ShareholderOne Battery Park Plaza, payable in New York, N.Y., at 10:00 A.M., New York Clearing House funds, at the offices of Reid & Xriest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (xx such other place or places of payment as shall be agreed upon by the Company, the Selling Shareholder and the Representatives in writing)City time, upon the delivery of the such Firm Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor signed by Underwriters, on September 17, 2003, or at such other time on the Representatives on behalf same or such other date, not later than September 24, 2003, as we shall mutually agree. The time and date of themselves and as agent for the other Underwriters. Such such payment and delivery are herein referred to as the Closing Date. Payment for any Additional Shares shall be made to the Company or its order by wire transfer or by certified or official bank check or checks in immediately available funds at the office of Pillsbury Winthrop LLP, One Battery Park Plaza, New York, N.Y., at 10:00 A.M., New York time on , 1996 (or on such later business day as shall be agreed upon by the Company and the Representatives in writing), unless postponed in accordance with the provisions of Section 10 hereof. The day and time at which payment and delivery for the Firm Securities are to be made is herein called the "Firm Closing Date". 3.4 Payment for any Additional Shares shall also be made to the Company by bank check or checks or wire transfer, as requested by the Company, payable in New York Clearing House funds, at the offices of Reid & Priest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing)City time, upon the delivery of such Additional Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor as aforesaid at 10:00 A.M., New York timeUnderwriters, on each Option Closing Date (which may be the date specified in the corresponding notice described in Section III or at such other time on the same as the Firm Closing Date but shall or on such other date, in no any event be earlier than the Firm Closing Date nor not later than five business days after the giving of the related notice hereinafter referred to) October 24, 2003, as shall be designated in a written notice writing by you. The time and date of such payment are hereinafter referred to as the Company from the Representatives of their determination, on behalf of the Underwriters, to purchase a number, specified in 9 10 said notice, of Additional Shares. Each notice of the determination to exercise the option to purchase Additional "Option Closing Date." The Firm Shares and the related Option Closing Date shall be given at any time within 45 days after the date of this Agreement. 3.5 Delivery of the Additional Shares shall be made in definitive, fully registered form registered in such names and in such denominations as the Representatives may you shall request in writing to the Company not later than two full business days prior to the Firm Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, or if no such request is received, in the names of the respective Underwriters for the respective number of Firm Shares set forth opposite the name of each Underwriter in Schedule II, and in the case of Additional Shares, for the respective number of shares determined in accordance with Section 3.2 hereof. 3.6 The Company agrees to make the certificates for the Shares available for inspection by the Underwriters at the offices of Value Investing Partners, Inc. at least 24 hours prior to the Firm Closing Date, or Option Closing Date, as the case may be, in definitive, fully registered form, and as requested pursuant to Section 3.5 hereof. 3.7 The Company hereby agrees that, without the prior written consent of Value Investing Partners, Inc., the Company will not, directly or indirectly, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other disposition of) any shares of Common Stock or other equity security accounts of the Company or Underwriters, with any long term debt of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or other equity security or long term debt of the Company (other than the Shares, the Warrants, shares of Common Stock to be issued upon exercise of options and warrants outstanding on the date of this Agreement, or grants of options under the Company's 1993 Stock Incentive Plan and rights granted under the Company's 1995 Employee Stock Purchase Plan) during the period from the date of this Agreement until 90 days after the Firm Closing Date. Any sales or other dispositions subject to the foregoing restriction and permitted by Value Investing Partners, Inc. during such 90 day period must be effected through Value Investing Partners, Inc. and be subject to its customary brokerage commissions. 3.8 The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Shares by the Company and the Selling Shareholder to the Underwriters shall be borne by the Company and the Selling Shareholder (on a pro rata basis). The Company and the Selling Shareholder will pay and save the Underwriters and any subsequent holders of the Shares harmless from any failure or delay in paying state stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the issuance or sale transfer of the Shares to the Underwriters duly paid, against payment of the Shares. 3.9 On the Firm Closing Date, the Company shall issue and sell to the Representatives the Warrants for a purchase price therefor. Delivery of $100.00. The Warrant Agreement Firm Shares and the Warrants shall be satisfactory in form and substance to the Representatives. Payment for the Warrants Additional Shares shall be made on through the Firm Closing Date. 4facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Payment for the. Firm Shares shall and Warrants to be sold hereunder is to be made in Federal (same day) funds (i) with respect to the Company and the Selling Shareholder by bank check or checks or wire transfer, as requested Firm Shares to (A) an account designated by the Company for the shares to be sold by it and (B) an account designated by the Custodian for the shares to be sold by the Selling Shareholders and (ii) with respect to the Warrants and the Selling ShareholderWarrant Shares, payable in New York Clearing House funds, at the offices of Reid & Xriest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (xx such other place or places of payment as shall be agreed upon to an account designated by the Company, Custodian for the Warrants to be sold by the Selling Shareholder Shareholders and the Representatives in writing), upon the delivery of the Firm Shares at said offices (or such other place or places of delivery as shall be agreed upon to an account designated by the Company and for the Representatives aggregate Warrant Exercise Price, in writingeach case against delivery of certificates therefor (including certificates for the Warrant Shares) to the Representatives for the respective several accounts of the Underwriters against receipt therefor signed by the Representatives on behalf of themselves and as agent for the other Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York time on , 1996 (or on such later business day as shall be agreed upon by the Company and the Representatives in writing), unless postponed in accordance with the provisions of Section 10 hereof. The day and time at which payment and delivery for the Firm Securities are to be made is herein called through the "Firm Closing Date". 3.4 Payment for any Additional Shares shall also be made to the Company by bank check or checks or wire transfer, as requested by the Company, payable in New York Clearing House funds, at the offices of Reid & Priest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing), upon the delivery of such Additional Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts facilities of the Underwriters against receipt therefor as aforesaid Depository Trust Company at 10:00 A.M.a.m., New York time, on each Option Closing Date (which may be the same as third business day after the Firm Closing Date but shall in no event be earlier than the Firm Closing Date nor date of this Agreement or at such other time and date not later than five business days after thereafter as you and the giving of Company shall agree upon, such time and date being herein referred to as the related notice hereinafter referred to"Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) as Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be designated in a written notice to the Company from determined by the Representatives of their determination, on behalf of the Underwriters, to purchase a number, specified in 9 but shall not be earlier than three nor later than 10 said notice, of Additional Shares. Each notice of the determination to exercise the option to purchase Additional Shares and the related Option Closing Date shall be given at any time within 45 full business days after the date exercise of this Agreement. 3.5 Delivery of the Shares shall be made such option, nor in definitive, fully registered form registered in such names and in such denominations as the Representatives may request in writing to the Company not later than two full business days any event prior to the Firm Closing Date or (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the case may be, or if no such request is received, Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the names same proportion to the total number of Option Shares being purchased as the respective Underwriters for the respective number of Firm Shares set forth opposite and Warrants being purchased by such Underwriter bears to the name total number of each Underwriter Firm Shares and Warrant, adjusted by you in Schedule II, and such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the case sale of Additional Shares, for the respective number of shares determined in accordance with Section 3.2 hereof. 3.6 The Company agrees to make the certificates for the Firm Shares available for inspection and Warrants by the Underwriters Underwriters. You, as Representatives of the several Underwriters, may cancel such option at the offices of Value Investing Partners, Inc. at least 24 hours any time prior to the Firm Closing Date, or Option Closing Date, as the case may be, in definitive, fully registered form, and as requested pursuant its expiration by giving written notice of such cancellation to Section 3.5 hereof. 3.7 The Company hereby agrees that, without the prior written consent of Value Investing Partners, Inc., the Company will not, directly or indirectly, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other disposition of) any shares of Common Stock or other equity security of the Company or any long term debt of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or other equity security or long term debt of the Company (other than the Shares, the Warrants, shares of Common Stock to be issued upon exercise of options and warrants outstanding on the date of this Agreement, or grants of options under the Company's 1993 Stock Incentive Plan and rights granted under . To the Company's 1995 Employee Stock Purchase Plan) during the period from the date of this Agreement until 90 days after the Firm Closing Date. Any sales or other dispositions subject to the foregoing restriction and permitted by Value Investing Partners, Inc. during such 90 day period must be effected through Value Investing Partners, Inc. and be subject to its customary brokerage commissions. 3.8 The cost of original issue tax stampsextent, if any, in connection with that the issuance and delivery of the Shares by the Company and the Selling Shareholder to the Underwriters shall be borne by the Company and the Selling Shareholder (on a pro rata basis). The Company and the Selling Shareholder will pay and save the Underwriters and any subsequent holders of the Shares harmless from any failure or delay in paying state stamp and other transfer taxesoption is exercised, if any, which may be payable or determined to be payable in connection with the issuance or sale to the Underwriters of the Shares. 3.9 On the Firm Closing Date, the Company shall issue and sell to the Representatives the Warrants for a purchase price of $100.00. The Warrant Agreement and the Warrants shall be satisfactory in form and substance to the Representatives. Payment payment for the Warrants Option Shares shall be made on the Firm Option Closing Date. 4Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of the Depository Trust Company, New York, New York.

Payment for the. Firm Shares shall be made to the Company and the Selling Shareholder -------------------- by certified or official bank check or checks or wire transfer, as requested by payable to the order of the Company and the Selling Shareholder, payable in New York Clearing House funds, funds at the offices office of Reid Xxxxx Xxxx & Xriest LLPXxxxxxxx, 40 Wxxx 00xx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (xx such other place or places of payment as shall be agreed upon by the Company, the Selling Shareholder and the Representatives in writing), upon the delivery of the Firm Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor signed by the Representatives on behalf of themselves and as agent for the other Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York local time, on _________, 1996, or at such other time on the same or such other date, not later than __________, 1996 (or on such later business day as shall be agreed upon designated in writing by the Company and the Representatives in writing), unless postponed in accordance with the provisions of Section 10 hereofyou. The day time and time at which date of such payment and delivery for the Firm Securities are hereinafter referred to be made is herein called as the "Firm Closing Date". 3.4 Payment for any Additional Shares shall also be made to the Company by certified or official bank check or checks or wire transfer, as requested by payable to the Company, payable order of the Company in New York Clearing House funds, funds at the offices office of Reid Xxxxx Xxxx & Priest LLPXxxxxxxx, 40 Wxxx 00xx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing)Xxxx, upon the delivery of such Additional Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor as aforesaid at 10:00 A.M., New York local time, on each Option Closing Date (which may be the same as date specified in the Firm Closing Date but shall notice described in no Section 2 or on such other date, in any event be earlier than the Firm Closing Date nor not later than five business days after the giving of the related notice hereinafter referred to) _________, 1996, as shall be designated in a written notice writing by the U.S. Representatives. The time and date of such payment are hereinafter referred to as the Company from "Option Closing Date". Certificates for the Representatives of their determination, on behalf of the Underwriters, to purchase a number, specified in 9 10 said notice, of Additional Shares. Each notice of the determination to exercise the option to purchase Additional Firm Shares and the related Option Closing Date shall be given at any time within 45 days after the date of this Agreement. 3.5 Delivery of the Additional Shares shall be made in definitive, fully registered definitive form and registered in such names and in such denominations as the Representatives may you shall request in writing to the Company not later than two full business days prior to the Firm Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, or if no such request is received, in the names of the respective Underwriters for the respective number of Firm Shares set forth opposite the name of each Underwriter in Schedule II, and in the case of Additional Shares, for the respective number of shares determined in accordance with Section 3.2 hereof. 3.6 The Company agrees to make the certificates for the Shares available for inspection by the Underwriters at the offices of Value Investing Partners, Inc. at least 24 hours prior to the Firm Closing Date, or Option Closing Date, as the case may be, in definitive, fully registered form, and as requested pursuant to Section 3.5 hereof. 3.7 The Company hereby agrees that, without the prior written consent of Value Investing Partners, Inc., the Company will not, directly or indirectly, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other disposition of) any shares of Common Stock or other equity security accounts of the Company or several Underwriters, with any long term debt of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or other equity security or long term debt of the Company (other than the Shares, the Warrants, shares of Common Stock to be issued upon exercise of options and warrants outstanding on the date of this Agreement, or grants of options under the Company's 1993 Stock Incentive Plan and rights granted under the Company's 1995 Employee Stock Purchase Plan) during the period from the date of this Agreement until 90 days after the Firm Closing Date. Any sales or other dispositions subject to the foregoing restriction and permitted by Value Investing Partners, Inc. during such 90 day period must be effected through Value Investing Partners, Inc. and be subject to its customary brokerage commissions. 3.8 The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Shares by the Company and the Selling Shareholder to the Underwriters shall be borne by the Company and the Selling Shareholder (on a pro rata basis). The Company and the Selling Shareholder will pay and save the Underwriters and any subsequent holders of the Shares harmless from any failure or delay in paying state stamp and other transfer taxes, if any, which may be payable or determined to be taxes payable in connection with the issuance or sale transfer of the Shares to the Underwriters duly paid, against payment of the Shares. 3.9 On the Firm Closing Date, the Company shall issue and sell to the Representatives the Warrants for a purchase price of $100.00. The Warrant Agreement and the Warrants shall be satisfactory in form and substance to the Representatives. Payment for the Warrants shall be made on the Firm Closing Date. 4therefor.