Common use of Trade and Settlement Clause in Contracts

Trade and Settlement. The Shares will trade on December 18, 2008 (the “Trade Date”) and the settlement of the purchase of the Shares (the “Settlement”) will take place on December 22, 2008, provided, however, that the Settlement shall not take place if the Acquisition does not close on December 19, 2008 unless the Special Meeting shall be adjourned, in which case it shall be extended by the number of days of the adjournment (the “Acquisition Closing Date”) and this Agreement will be terminated pursuant to the provisions of Section 6. It shall be a condition to the obligation of Buyer on the one hand and the Seller on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Trade Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made. 3.1 Upon the Settlement (assuming the settlement occurs), Buyer shall deliver or cause to be delivered to the Seller payment by wire transfer of immediately available funds the Purchase Price in accordance with Section 1 of this Agreement against book entry transfer of the ownership of the Shares from Seller to Buyer. The Shares transferred to the Buyer under this Agreement shall be free and clear of any liens and other encumbrances. Unless the Settlement does not occur in accordance with the terms of this Agreement, the Seller acknowledges that the Seller will not be deemed the holder of the Shares from the Trade Date through the Acquisition Closing Date. 3.2 Buyer hereby covenants and agrees that following the Trade Date it shall comply with the filing obligations with respect to its ownership of the Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Trade and Settlement. The Shares will trade on December 18, 2008 (the “Trade Date”) and the settlement of the purchase of the Shares (the “Settlement”) will take place on December 2223, 20082008 (the “Settlement Date”), provided, however, that the Settlement shall not take place if the Acquisition does not close on December 19, 2008 unless the Special Meeting shall be adjourned, in which case it shall be extended by the number of days of the adjournment (the “Acquisition Closing Date”) and this Agreement will be terminated pursuant to the provisions of Section 67. It shall be a condition to the obligation of Buyer on the one hand and the Seller on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Trade date hereof and on the Settlement Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made. 3.1 Upon the Settlement (assuming the settlement occurs), Buyer shall deliver or cause to be delivered to the Seller payment by wire transfer of immediately available funds the Purchase Price in accordance with Section 1 of this Agreement against book entry transfer of the ownership of the Shares from Seller to Buyer. The Shares transferred to the Buyer under this Agreement shall be free and clear of any liens and other encumbrances. Unless the Settlement does not occur in accordance with the terms of this Agreement, the Seller acknowledges that the Seller will not be deemed the holder of the Shares from the Trade Date through the Acquisition Closing Date. 3.2 Upon the Settlement (assuming the Settlement occurs), Buyer hereby covenants and agrees shall deliver or cause to be delivered to Seller payment by wire transfer of immediately available funds the Purchase Price in accordance with Section 1 of this Agreement. Each of the parties hereto (other than the Broker (as defined below)) agree that following the Trade Date it shall comply Aggregate Purchase Price that the Buyer is entitled to receive from Vector in connection with the filing obligations with respect Acquisition is hereby directed to its ownership of the Shares under the Securities Exchange Act of 1934be and shall be paid to an account at Xxxxxx & Xxxxxxx, as amended LLC (the “Exchange ActBroker”). The Broker hereby represents and warrants to the Seller as of the date hereof and covenants to the Seller during the period commencing on the date hereof and ending on the Settlement Date that such account includes and shall maintain restrictions that prohibit the removal of such Aggregate Purchase Price from such account except in connection with the Settlement or the termination of this Agreement. Following the closing of the Acquisition, on the later of (x) the Settlement Date and (y) the first business day immediately following the date of the Broker’s receipt of the Aggregate Purchase Price, the Broker shall automatically (without any additional direction from any person) transfer the Aggregate Purchase Price to the Seller by wire transfer in U.S. dollars and immediately available funds in accordance with the wire instructions of the Seller delivered to the Broker on or prior to such date.