Common use of Transfer to Purchaser Clause in Contracts

Transfer to Purchaser. (a) Each Shareholder agrees that if the Offer is not completed or is terminated in each case due to the receipt by the Company or its shareholders of a Company Acquisition Proposal at a higher price per share than the initial Offer Price of $1.525 per share, then upon the Purchaser's election at any time within the Purchase Period set forth in this Section 6, such Shareholder shall sell all, but not less than all, of his or its Subject Shares to Purchaser at $1.525 per share. Purchaser shall send notice of its election to purchase the Subject Shares of each Shareholder (the "Purchase Notice") no later than 11:59 P.M. March 31, 2001 (the "Purchase Period"). The Purchase Notice shall specify a time (the "Closing Date") and place for the transfer of each Shareholder's Subject Shares which shall not be less than five (5) or more than twenty (20) days after the date of the Purchase Notice. At closing, Purchaser shall pay to each Shareholder the aggregate purchase price for his or its Subject Shares, by bank check or wire transfer of immediately available funds to accounts designated by each Shareholder no later than two days prior to the Closing Date, against delivery of the stock certificates representing the Subject Shares duly endorsed or accompanied by stock powers duly endorsed in blank with signatures medallion guaranteed. All Subject Shares shall be delivered free and clear of any and all liens, claims, encumbrances or restrictions. The obligation of each Shareholder to transfer the Subject Shares to Purchaser pursuant to this Section 6 shall continue in full force and effect during the Purchase Period despite the existence of a Company Acquisition Proposal. (b) Each Shareholder agrees that such Shareholder will deliver to the Company, immediately after the execution hereof (or, in the event Subject Shares are acquired by a Shareholder subsequent to the date hereof, immediately after such acquisition), any and all certificates representing such Shareholder's Subject Shares in order that the Company may inscribe upon such certificates a legend confirming the Agreements contained herein. Upon receipt of such certificates the Company shall promptly inscribe the legend on certificates representing such Subject Shares, and deliver the same to such Shareholder, who will immediately thereafter or, if later, promptly upon commencement of the Offer, tender the same to the Depositary Agent engaged by Purchaser to facilitate the Offer.

Transfer to Purchaser. Simultaneously with the termination of Servicer’s responsibilities and duties under this Agreement pursuant to Section 7.01, Purchaser shall (ai) Each Shareholder agrees succeed to and assume all of Servicer’s responsibilities, rights, duties and obligations under this Agreement simultaneously with the termination of Servicer’s responsibilities, duties and liabilities under this Agreement or (ii) appoint a successor to succeed to all rights and assume all of the responsibilities, duties and liabilities of Servicer under this Agreement simultaneously with the termination of Servicer’s responsibilities, duties and liabilities under this Agreement. In the event that if Servicer’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to Section 7.01, Servicer shall discharge such duties and responsibilities during the Offer period from the date it acquires knowledge of such termination until the earlier of: (x) the effective date thereof; or (y) the date that is not completed thirty (30) days following the date of notification of termination; with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or is terminated in each case due to prejudice the receipt by the Company rights or financial condition of its shareholders successor. Within thirty (30) days of a Company Acquisition Proposal at termination pursuant to Section 7.01, Servicer shall prepare, execute and deliver to Purchaser or the successor entity and place in Purchaser’s or such successor’s possession all Servicing Files, and, in a higher price per share than timely manner, do or cause to be done all other acts or things necessary or appropriate to effect the initial Offer Price purposes of $1.525 per sharesuch notice of termination, then upon the Purchaser's election at any time within the Purchase Period set forth in this Section 6, such Shareholder shall sell all, including but not less than all, of his or its Subject Shares limited to Purchaser at $1.525 per share. Purchaser shall send notice of its election to purchase the Subject Shares of each Shareholder (the "Purchase Notice") no later than 11:59 P.M. March 31, 2001 (the "Purchase Period"). The Purchase Notice shall specify a time (the "Closing Date") and place for the transfer of each Shareholder's Subject Shares the Servicing Files and related documents. Servicer shall, in a timely manner, cooperate with Purchaser in effecting the termination of Servicer’s responsibilities and rights hereunder and the transfer of servicing responsibilities to Purchaser or the successor entity, including without limitation, the transfer to Purchaser or the successor entity for administration by it of all cash amounts which shall not at the time be less than five (5) or more than twenty (20) days after the date of the Purchase Notice. At closing, Purchaser shall pay to each Shareholder the aggregate purchase price for his or its Subject Shares, credited by bank check or wire transfer of immediately available funds to accounts designated by each Shareholder no later than two days prior Servicer to the Closing Date, against delivery of the stock certificates representing the Subject Shares duly endorsed Purchaser Online Account or accompanied by stock powers duly endorsed in blank thereafter received with signatures medallion guaranteed. All Subject Shares shall be delivered free and clear of any and all liens, claims, encumbrances or restrictions. The obligation of each Shareholder to transfer the Subject Shares to Purchaser pursuant to this Section 6 shall continue in full force and effect during the Purchase Period despite the existence of a Company Acquisition Proposal. (b) Each Shareholder agrees that such Shareholder will deliver respect to the Company, immediately after the execution hereof (or, in the event Subject Shares are acquired by a Shareholder subsequent to the date hereof, immediately after such acquisition), any and all certificates representing such Shareholder's Subject Shares in order that the Company may inscribe upon such certificates a legend confirming the Agreements contained herein. Upon receipt of such certificates the Company shall promptly inscribe the legend on certificates representing such Subject Shares, and deliver the same to such Shareholder, who will immediately thereafter or, if later, promptly upon commencement of the Offer, tender the same to the Depositary Agent engaged by Purchaser to facilitate the OfferLoans.

Transfer to Purchaser. Simultaneously with the termination of Servicer’s responsibilities and duties under this Agreement pursuant to Section 7.1, Purchaser shall (ai) Each Shareholder agrees that if succeed to and assume all of Servicer’s responsibilities, rights, duties and obligations under this Agreement simultaneously with the Offer is not completed or is terminated in each case due termination of Servicer’s responsibilities, duties and liabilities under this Agreement with respect to the receipt by applicable Loans or (ii) appoint a successor to succeed to all rights and assume all of the Company responsibilities, duties and liabilities of Servicer under this Agreement simultaneously with the termination of Servicer’s responsibilities, duties and liabilities under this Agreement with respect to the applicable Loans. In the event that Servicer’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to Section 7.1, Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the earlier of: (x) the effective date it receives notice from Purchaser that a successor servicer has assumed such duties and responsibilities; or (y) the date that is thirty (30) days following the date of notification of termination; with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its shareholders successor. Within thirty (30) days of a Company Acquisition Proposal at termination pursuant to Section 7.1, Servicer shall prepare, execute and deliver to Purchaser or the successor entity and place in Purchaser’s or such successor’s possession all applicable Servicing Files, and, in a higher price per share than timely manner, do or cause to be done all other acts or things necessary or appropriate to effect the initial Offer Price purposes of $1.525 per sharesuch notice of termination, then upon the Purchaser's election at any time within the Purchase Period set forth in this Section 6, such Shareholder shall sell all, including but not less than all, of his or its Subject Shares limited to Purchaser at $1.525 per share. Purchaser shall send notice of its election to purchase the Subject Shares of each Shareholder (the "Purchase Notice") no later than 11:59 P.M. March 31, 2001 (the "Purchase Period"). The Purchase Notice shall specify a time (the "Closing Date") and place for the transfer of each Shareholder's Subject Shares the applicable Servicing Files and related documents. Servicer shall, in a timely manner, cooperate with Purchaser in effecting the termination of Servicer’s responsibilities and rights hereunder and the transfer of servicing responsibilities to Purchaser or the successor entity, including without limitation, the transfer to Purchaser or the successor entity for administration by it of all cash amounts which shall not at the time be less than five (5credited by Servicer to the applicable Purchaser Online Account(s) or more than twenty (20) days after the date of the Purchase Notice. At closing, Purchaser shall pay to each Shareholder the aggregate purchase price for his or its Subject Shares, by bank check or wire transfer of immediately available funds to accounts designated by each Shareholder no later than two days prior thereafter received with respect to the Closing Date, against delivery applicable Loans with the exception of the stock certificates cash amounts representing the Subject Shares duly endorsed or accompanied by stock powers duly endorsed in blank with signatures medallion guaranteed. All Subject Shares shall be delivered free and clear of any and all liens, claims, encumbrances or restrictions. The obligation of each Shareholder Servicing Compensation for which Servicer is entitled to transfer the Subject Shares to Purchaser pursuant to this Section 6 shall continue in full force and effect during the Purchase Period despite the existence of a Company Acquisition Proposal7.1(e). (b) Each Shareholder agrees that such Shareholder will deliver to the Company, immediately after the execution hereof (or, in the event Subject Shares are acquired by a Shareholder subsequent to the date hereof, immediately after such acquisition), any and all certificates representing such Shareholder's Subject Shares in order that the Company may inscribe upon such certificates a legend confirming the Agreements contained herein. Upon receipt of such certificates the Company shall promptly inscribe the legend on certificates representing such Subject Shares, and deliver the same to such Shareholder, who will immediately thereafter or, if later, promptly upon commencement of the Offer, tender the same to the Depositary Agent engaged by Purchaser to facilitate the Offer.

Transfer to Purchaser. Simultaneously with the termination of Servicer’s responsibilities and duties under this Agreement pursuant to Section 7.1, Purchaser shall (ai) Each Shareholder agrees succeed to and assume all of Servicer’s responsibilities, rights, duties and obligations under this Agreement simultaneously with the termination of Servicer’s responsibilities, duties and liabilities under this Agreement or (ii) appoint a successor to succeed to all rights and assume all of the responsibilities, duties and liabilities of Servicer under this Agreement simultaneously with the termination of Servicer’s responsibilities, duties and liabilities under this Agreement. In the event that if Servicer’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to Section 7.1, Servicer shall discharge such duties and responsibilities during the Offer period from the date it acquires knowledge of such termination until the earlier of: (x) the effective date it receives notice from Purchaser that a successor servicer has assumed such duties and responsibilities; or (y) the date that is not completed thirty (30) days following the date of notification of termination; with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or is terminated in each case due to prejudice the receipt by the Company rights or financial condition of its shareholders successor. Within thirty (30) days of a Company Acquisition Proposal at termination pursuant to Section 7.1, Servicer shall prepare, execute and deliver to Purchaser or the successor entity and place in Purchaser’s or such successor’s possession all Servicing Files, and, in a higher price per share than timely manner, do or cause to be done all other acts or things necessary or appropriate to effect the initial Offer Price purposes of $1.525 per sharesuch notice of termination, then upon the Purchaser's election at any time within the Purchase Period set forth in this Section 6, such Shareholder shall sell all, including but not less than all, of his or its Subject Shares limited to Purchaser at $1.525 per share. Purchaser shall send notice of its election to purchase the Subject Shares of each Shareholder (the "Purchase Notice") no later than 11:59 P.M. March 31, 2001 (the "Purchase Period"). The Purchase Notice shall specify a time (the "Closing Date") and place for the transfer of each Shareholder's Subject Shares the Servicing Files and related documents. Servicer shall, in a timely manner, cooperate with Purchaser in effecting the termination of Servicer’s responsibilities and rights hereunder and the transfer of servicing responsibilities to Purchaser or the successor entity, including without limitation, the transfer to Purchaser or the successor entity for administration by it of all cash amounts which shall not at the time be less than five (5credited by Servicer to the applicable Purchaser Online Account(s) or more than twenty (20) days after the date of the Purchase Notice. At closing, Purchaser shall pay to each Shareholder the aggregate purchase price for his or its Subject Shares, by bank check or wire transfer of immediately available funds to accounts designated by each Shareholder no later than two days prior thereafter received with respect to the Closing Date, against delivery of the stock certificates representing the Subject Shares duly endorsed or accompanied by stock powers duly endorsed in blank with signatures medallion guaranteed. All Subject Shares shall be delivered free and clear of any and all liens, claims, encumbrances or restrictions. The obligation of each Shareholder to transfer the Subject Shares to Purchaser pursuant to this Section 6 shall continue in full force and effect during the Purchase Period despite the existence of a Company Acquisition ProposalLoans. (b) Each Shareholder agrees that such Shareholder will deliver to the Company, immediately after the execution hereof (or, in the event Subject Shares are acquired by a Shareholder subsequent to the date hereof, immediately after such acquisition), any and all certificates representing such Shareholder's Subject Shares in order that the Company may inscribe upon such certificates a legend confirming the Agreements contained herein. Upon receipt of such certificates the Company shall promptly inscribe the legend on certificates representing such Subject Shares, and deliver the same to such Shareholder, who will immediately thereafter or, if later, promptly upon commencement of the Offer, tender the same to the Depositary Agent engaged by Purchaser to facilitate the Offer.

Transfer to Purchaser. Simultaneously with the termination of Servicer’s responsibilities and duties under this Agreement pursuant to Section 7.1, Purchaser shall (ai) Each Shareholder agrees that if succeed to and assume all of Servicer’s responsibilities, rights, duties and obligations under this Agreement simultaneously with the Offer is not completed or is terminated in each case due termination of Servicer’s responsibilities, duties and liabilities under this Agreement with respect to the receipt by applicable Loans or (ii) appoint a successor to succeed to all rights and assume all of the Company responsibilities, duties and liabilities of Servicer under this Agreement simultaneously with the termination of Servicer’s responsibilities, duties and liabilities under this Agreement with respect to the applicable Loans. In the event that Servicer’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to Section 7.1, Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the earlier of: (x) the effective date it receives notice from Purchaser that a successor servicer has assumed such duties and responsibilities; or (y) the date that is thirty (30) days following the date of notification of termination; with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its shareholders successor. Within thirty (30) days of a Company Acquisition Proposal at termination pursuant to Section 7.1, Servicer shall prepare, execute and deliver to Purchaser or the successor entity and place in Purchaser’s or such successor’s possession all applicable Servicing Files, and, in a higher price per share than timely manner, do or cause to be done all other acts or things necessary or appropriate to effect the initial Offer Price purposes of $1.525 per sharesuch notice of termination, then upon the Purchaser's election at any time within the Purchase Period set forth in this Section 6, such Shareholder shall sell all, including but not less than all, of his or its Subject Shares limited to Purchaser at $1.525 per share. Purchaser shall send notice of its election to purchase the Subject Shares of each Shareholder (the "Purchase Notice") no later than 11:59 P.M. March 31, 2001 (the "Purchase Period"). The Purchase Notice shall specify a time (the "Closing Date") and place for the transfer of each Shareholder's Subject Shares the applicable Servicing Files and related documents. Servicer shall, in a timely manner, cooperate with Purchaser in effecting the termination of Servicer’s responsibilities and rights hereunder and the transfer of MASTER LOAN SERVICING AGREEMENT – Page 27 servicing responsibilities to Purchaser or the successor entity, including without limitation, the transfer to Purchaser or the successor entity for administration by it of all cash amounts which shall not at the time be less than five (5credited by Servicer to the applicable Purchaser Online Account(s) or more than twenty (20) days after the date of the Purchase Notice. At closing, Purchaser shall pay to each Shareholder the aggregate purchase price for his or its Subject Shares, by bank check or wire transfer of immediately available funds to accounts designated by each Shareholder no later than two days prior thereafter received with respect to the Closing Date, against delivery of the stock certificates representing the Subject Shares duly endorsed or accompanied by stock powers duly endorsed in blank with signatures medallion guaranteed. All Subject Shares shall be delivered free and clear of any and all liens, claims, encumbrances or restrictions. The obligation of each Shareholder to transfer the Subject Shares to Purchaser pursuant to this Section 6 shall continue in full force and effect during the Purchase Period despite the existence of a Company Acquisition Proposalapplicable Loans. (b) Each Shareholder agrees that such Shareholder will deliver to the Company, immediately after the execution hereof (or, in the event Subject Shares are acquired by a Shareholder subsequent to the date hereof, immediately after such acquisition), any and all certificates representing such Shareholder's Subject Shares in order that the Company may inscribe upon such certificates a legend confirming the Agreements contained herein. Upon receipt of such certificates the Company shall promptly inscribe the legend on certificates representing such Subject Shares, and deliver the same to such Shareholder, who will immediately thereafter or, if later, promptly upon commencement of the Offer, tender the same to the Depositary Agent engaged by Purchaser to facilitate the Offer.

Transfer to Purchaser. Simultaneously with the termination of Servicer’s responsibilities and duties under this Agreement pursuant to Section 7.1, Purchaser shall (ai) Each Shareholder agrees that if succeed to and assume all of Servicer’s responsibilities, rights, duties and obligations under this Agreement simultaneously with the Offer is not completed or is terminated in each case due termination of Servicer’s responsibilities, duties and liabilities under this Agreement with respect to the receipt by applicable Loans or (ii) appoint a successor to succeed to all rights and assume all of the Company responsibilities, duties and liabilities of Servicer under this Agreement simultaneously with the termination of Servicer’s responsibilities, duties and liabilities under this Agreement with respect to the applicable Loans. In the event that Servicer’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to Section 7.1, Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the earlier of: (x) the effective date it receives notice from Purchaser that a successor servicer has assumed such duties and responsibilities; or (y) the date that is thirty (30) days following the date of notification of termination; with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its shareholders successor. Within thirty (30) days of a Company Acquisition Proposal at termination pursuant to Section 7.1, Servicer shall prepare, execute and deliver to Purchaser or the successor entity and place in Purchaser’s or such successor’s possession all applicable Servicing Files, and, in a higher price per share than timely manner, do or cause to be done all other acts or things necessary or appropriate to effect the initial Offer Price purposes of $1.525 per sharesuch notice of termination, then upon the Purchaser's election at any time within the Purchase Period set forth in this Section 6, such Shareholder shall sell all, including but not less than all, of his or its Subject Shares limited to Purchaser at $1.525 per share. Purchaser shall send notice of its election to purchase the Subject Shares of each Shareholder (the "Purchase Notice") no later than 11:59 P.M. March 31, 2001 (the "Purchase Period"). The Purchase Notice shall specify a time (the "Closing Date") and place for the transfer of each Shareholder's Subject Shares the applicable Servicing Files and related documents. Servicer shall, in a timely manner, cooperate with Purchaser in effecting the termination of Servicer’s responsibilities and rights hereunder and the transfer of servicing responsibilities to Purchaser or the successor entity, including without limitation, the transfer to Purchaser or the successor entity for administration by it of all cash amounts which shall not at the time be less than five (5credited by Servicer to the applicable Purchaser Online Account(s) or more than twenty (20) days after the date of the Purchase Notice. At closing, Purchaser shall pay to each Shareholder the aggregate purchase price for his or its Subject Shares, by bank check or wire transfer of immediately available funds to accounts designated by each Shareholder no later than two days prior thereafter received with respect to the Closing Date, against delivery of the stock certificates representing the Subject Shares duly endorsed or accompanied by stock powers duly endorsed in blank with signatures medallion guaranteed. All Subject Shares shall be delivered free and clear of any and all liens, claims, encumbrances or restrictions. The obligation of each Shareholder to transfer the Subject Shares to Purchaser pursuant to this Section 6 shall continue in full force and effect during the Purchase Period despite the existence of a Company Acquisition Proposalapplicable Loans. (b) Each Shareholder agrees that such Shareholder will deliver to the Company, immediately after the execution hereof (or, in the event Subject Shares are acquired by a Shareholder subsequent to the date hereof, immediately after such acquisition), any and all certificates representing such Shareholder's Subject Shares in order that the Company may inscribe upon such certificates a legend confirming the Agreements contained herein. Upon receipt of such certificates the Company shall promptly inscribe the legend on certificates representing such Subject Shares, and deliver the same to such Shareholder, who will immediately thereafter or, if later, promptly upon commencement of the Offer, tender the same to the Depositary Agent engaged by Purchaser to facilitate the Offer.