Common use of Stock Payment Clause in Contracts

Stock Payment. Purchaser shall issue the Escrow Shares to Seller or its nominee(s) in accordance with the following: (a) Within 30 days of the signing of this agreement, Purchaser shall deliver to the Escrow Agent (designated by the Purchaser) the Escrow Shares, to be held under the terms of an escrow agreement to be entered into with the Escrow Agent. The Share Release schedule for Stock Payment is illustrated in Table 1 in Clause 3.4 below. (b) In exchange, Seller will transfer to the Purchaser the Sale Shares at the Completion Date. 3.3.1 In the event that: (a) The Purchaser fails to receive any required regulatory approvals by the US SEC, NASDAQ, or fails to receive the approval of the Shareholders of PACT (if required) by the Completion Date or such other date as the parties hereto may agree in writing; (b) The conditions set out in Clause 4 shall not have been fulfilled or waived by the relevant party by the Completion Date or such other date as the parties hereto may agree in writing (provided that unless the Purchaser has notified the Seller in writing that it is not satisfied by 1 January 2008 condition 4.1(a) shall be deemed to have been fulfilled and unless the Seller has notified the Purchaser in writing that it is not satisfied by 1 January 2008 condition 4.4(a) shall be deemed to have been fulfilled); or (c) The transaction is not completed for any reason by June 30, 2008, the Escrow Agreement shall provide that the Escrow Shares shall be returned to Purchaser and this Agreement shall cease to have effect immediately after that time (but without prejudice to the parties accrued rights and liabilities under this Agreement at the time it ceases to have effect). 3.3.2 In the event that the VWAP of the PACT Shares is greater than $6.50 then the price of the stock from $6.50 and upwards will be offset by lowering the Earn-Out Amounts in 3.5.2 by the amount over $6.50 multiplied by the number of Escrow Shares issued pursuant to 3.4.1 Any such amounts shall be offset against the last Earn-Out Year first with any excess against the third Earn-Out Year, then against the second Earn-Out Year and lastly against the first Earn-Out Year.

Stock Payment. (i) At the Closing, in consideration for the Acquired Assets, Purchaser shall issue the Escrow Shares will deliver to Seller or its nominee(s22,222 shares of Travis Stock (the "Closing Shares") in accordance with free and clear of alx xxxxges, liens, transfer and stamp tax obligations, encumbrances, claims, and other charges thereof of every kind, subject to the following:terms and conditions of this SECTION 3.1(b). The Closing Shares will be evidenced by delivery by the Purchaser to the Seller of a share certificate. (aii) Within 30 days of At the signing of this agreementClosing, in consideration for the Acquired Assets, Purchaser shall will deliver to the Escrow Agent 22,222 shares of Travis Stock (designated the "Escrowed Shares" and together with thx Xxxxing Shares, "Consideration Stock"), free and clear of all pledges, liens, transfer and stamp tax obligations, encumbrances, claims, and other charges thereof of every kind, subject to the terms and conditions of this SECTION 3.1(b) and of the Escrow Agreement. The Escrowed Shares will be evidenced by delivery by the Purchaser) Purchaser to the Escrow Shares, Agent of a share certificate. (iii) Seller shall not be entitled to be held under possession of the Escrowed Shares until the terms of an escrow agreement to be entered into with the Escrow AgentAgreement have been satisfied. The Share Release schedule for Seller acknowledges and agrees that the transfer of the Closing Shares and, upon release of the Escrowed Shares pursuant to the Escrow Agreement, the transfer of any Escrowed Shares will be subject to and restricted by the terms of that certain Stockholders Agreement dated as of May 28, 1992, as amended from time to time, by and among Travis and the stockholders of Travis (the "Stockholders Xxxxxment"). Seller further acxxxxxxdges and agrees that all Travis Stock Payment is illustrated in Table 1 in Clause 3.4 belowshall bear an appropriate legend reflecting xxxx restriction on transfer. At the Closing, Seller shall execute and deliver the documents necessary to bind Seller under and to make Seller subject to the terms of the Stockholders Agreement, subject to Seller's and its counsel's prior review of such Stockholders Agreement. (biv) In exchangeEffective as of the Closing Date, Purchaser shall cause to be executed and Seller will transfer shall execute an amendment to the Purchaser Registration Rights Agreement dated as of May 28, 1992, as amended from time to time, by and among Travis and the Sale Shares at Stockholders of Travis (the Completion Date. 3.3.1 In "Registration Xxxxxs Agreement"), pursuant to which amendment Seller shall be made a party to the event that: (a) The Purchaser fails to receive any required regulatory approvals by the US SEC, NASDAQ, or fails to receive the approval Registration Rights Agreement and shall have all of the Shareholders rights and obligations of PACT (if required) by the Completion Date or such other date as the parties hereto may agree in writing; (b) The conditions set out in Clause 4 shall not have been fulfilled or waived by the relevant party by the Completion Date or such other date as the parties hereto may agree in writing (provided that unless the Purchaser has notified the Seller in writing that it is not satisfied by 1 January 2008 condition 4.1(a) shall be deemed to have been fulfilled and unless the Seller has notified the Purchaser in writing that it is not satisfied by 1 January 2008 condition 4.4(a) shall be deemed to have been fulfilled); or (c) The transaction is not completed for any reason by June 30, 2008, the Escrow Agreement shall provide that the Escrow Shares shall be returned to Purchaser and this Agreement shall cease to have effect immediately after that time a "Stockholder" (but without prejudice to not of a "Significant Stockholder") under the parties accrued rights and liabilities under this Agreement at the time it ceases to have effect)Registration Rights Agreement, as each such term is defined therein. 3.3.2 In the event that the VWAP of the PACT Shares is greater than $6.50 then the price of the stock from $6.50 and upwards will be offset by lowering the Earn-Out Amounts in 3.5.2 by the amount over $6.50 multiplied by the number of Escrow Shares issued pursuant to 3.4.1 Any such amounts shall be offset against the last Earn-Out Year first with any excess against the third Earn-Out Year, then against the second Earn-Out Year and lastly against the first Earn-Out Year.