Common use of Purchase Sale and Delivery of the Securities Clause in Contracts

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase the number of Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The purchase price for the Securities will be $· per $1,000 principal amount of Securities. (b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on ·, 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange and the American Stock Exchange are open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Underwriters several Initial Purchasers, and each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase from the number of Company the Firm Securities set forth opposite the each Initial Purchaser’s name of each Underwriter in Schedule I hereofhereto at a purchase price of $965.00 per share (the “Purchase Price”). Each Security will be convertible into shares of Common Stock in the manner provided in the Certificate of Designations and at the conversion rate set forth in the Certificate of Designations (the “Conversion Rate”), which Conversion Rate is subject to adjustments adjustment in accordance with Section 9 hereofcertain events as provided in the Certificate of Designations. The purchase price Delivery of and payment for the Firm Securities will be $· per $1,000 principal amount of Securities. (b) Payment for the Securities to be sold hereunder is to shall be made in Federal (same day) funds against delivery at the offices of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust CompanyDxxxx Xxxx & Wxxxxxxx, New York400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York at 10:00 a.m., New York City time, on ·the fourth full business day following the date of this Agreement, 2004 or at such other place, time and or date not later than five business days thereafter following the date of this Agreement as you the Initial Purchasers and the Company shall may agree upon, such . Such time and date being of delivery against payment are herein referred to as the “Closing Date.” ”. As used herein, “business day” means a day on which the New York Stock Exchange and the American Stock Exchange are is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Issuer the respective number of Securities set forth opposite the such Underwriter’s name of each Underwriter in Schedule I hereofhereto, subject to adjustments in accordance with Section 9 hereof. The purchase , at a price for the Securities will be per share and accompanying warrants of $· per $1,000 principal amount of Securities1.5886. (ba) Payment for the Securities to be sold hereunder is to be made in Federal (same day) immediately available funds against delivery of certificates therefor Securities to the Representative for the several accounts of the Underwriters. Such payment and delivery are is to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on ·, 2004 the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company Issuer shall agree upon, such time and date being herein referred to as the “Closing Date.” Delivery of the Shares shall be made through the facilities of the Depository Trust Company and delivery of the Warrants shall be made by physical delivery to be received by the Representative no later than two (2) business days following the Closing Date. As used herein, “business day” means a day on which the New York Stock Exchange and the American Stock Exchange are is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase the number aggregate principal amount of Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The purchase price for the Securities will be $· per $1,000 principal amount of Securities. (b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York timeEastern Time, on October ·, 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange and the American Stock Exchange are open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the number Company, the respective principal amount of Securities set forth opposite the such Underwriter’s name of each Underwriter in Schedule I hereofhereto at a price equal to 99.089% of the principal amount thereof plus accrued interest, subject if any, from April 5, 2022 to adjustments in accordance with Section 9 hereofthe Closing Date. The purchase price for Company will not be obligated to deliver any of the Securities will except upon payment for all the Securities to be $· per $1,000 principal amount of Securitiespurchased as provided herein. (b) Payment for the Securities to be sold hereunder is to be made in Federal federal (same day) funds to the Company to the account(s) specified by the Company to the Representatives against delivery of certificates therefor to the Representative for the several accounts nominee of the Underwriters. Such payment and delivery are to be made through the facilities of the The Depository Trust Company, New York, New York (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”). Payment for and delivery of the Securities will be made at 10:00 a.m., New York City time, on ·April 5, 2004 2022 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange and the American Stock Exchange are is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase the number aggregate principal amount of Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The purchase price for the Securities will be $· per $1,000 principal amount of Securities. (b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York timeEastern Time, on ·October 14, 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange and the American Stock Exchange are open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase the number of Securities set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The purchase price for the Securities will be $· 977.50 per $1,000 principal amount of Securities. (b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on ·October 14, 2004 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange and the American Stock Exchange are open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the number Company, the respective principal amount of Securities set forth opposite the such Underwriter’s name of each Underwriter in Schedule I hereofhereto at a price equal to 97.746% of the principal amount thereof plus accrued interest, subject if any, from August 6, 2021 to adjustments in accordance with Section 9 hereofthe Closing Date. The purchase price for Company will not be obligated to deliver any of the Securities will except upon payment for all the Securities to be $· per $1,000 principal amount of Securitiespurchased as provided herein. (b) Payment for the Securities to be sold hereunder is to be made in Federal federal (same day) funds to the Company to the account(s) specified by the Company to the Representatives against delivery of certificates therefor to the Representative for the several accounts nominee of the Underwriters. Such payment and delivery are to be made through the facilities of the The Depository Trust Company, New York, New York (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”). Payment for and delivery of the Securities will be made at 10:00 a.m., New York City time, on ·August 6, 2004 2021 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange and the American Stock Exchange are is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.