Common use of Payment for the Clause in Contracts

Payment for the. Firm Shares and Warrants to be sold hereunder is to be made in Federal (same day) funds (i) with respect to the 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 Warrant Shares, to an account designated by the Custodian for the Warrants to be sold by the Selling Shareholders and to an account designated by the Company for the aggregate Warrant Exercise Price, in each case against delivery of certificates therefor (including certificates for the Warrant Shares) to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at 10:00 a.m., New York time, on the third 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 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 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.) 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 determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (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 Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares and Warrants being purchased by such Underwriter bears to the total number of Firm Shares and Warrant, adjusted by you in 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 sale of the Firm Shares and Warrants by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date 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 and Warrants to be sold hereunder is to shall be made in Federal (same day) funds (i) with respect 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 City time, upon delivery of such 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 Warrant Shares, to an account designated by the Custodian for the Warrants to be sold by the Selling Shareholders and to an account designated by the Company for the aggregate Warrant Exercise Price, in each case against delivery of certificates therefor (including certificates for the Warrant Shares) to the Representatives for the several respective accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company at 10:00 a.m., New York time, on the third business day after the date of this Agreement September 17, 2003, or at such other time and date on the same or such other date, not later than five business days thereafter September 24, 2003, as you and the Company we shall agree upon, such mutually agree. The time and date being of such payment and delivery are herein referred to as the "Closing Date." (As used herein. 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, "business day" means a day on which the One Battery Park Plaza, New York, N.Y., at 10:00 A.M., New York Stock Exchange is open City time, upon delivery of such Additional Shares for trading and the respective accounts of the Underwriters, on which banks the date specified in New York are open for business and the corresponding notice described in Section III or at such other time on the same or on such other date, in any event not permitted later than October 24, 2003, as shall be designated in writing by law or executive order to be closed.) Shares are to be registered and the time and date at which such certificates are to be deliveredyou. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein payment are hereinafter referred to as the "Option Closing Date"). If ." The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the date of exercise of Closing Date or the option is three or more days before the applicable Option Closing Date, as the notice of exercise case may be. The Firm Shares and Additional Shares shall set be delivered to you on the Closing Date as the or an Option Closing Date. The number , as the case may be, for the respective accounts of Option the Underwriters, with any transfer taxes, payable in connection with the transfer of the Shares to be purchased by each Underwriter shall be in the same proportion to Underwriters duly paid, against payment of the total number of Option Shares being purchased as the number purchase price therefor. Delivery of Firm Shares and Warrants being purchased by such Underwriter bears to the total number of Firm Shares and Warrant, adjusted by you in 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 sale of the Firm Shares and Warrants by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Additional Shares shall be made on the Option Closing Date in Federal (same day) funds drawn to the order of the Company against delivery of certificates therefor through the facilities of the The Depository Trust Company, New York, New YorkCompany unless the Representatives shall otherwise instruct.

Payment for the. Firm Shares and Warrants to be sold hereunder is to 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 Federal New York Clearing House funds, at the offices of Reid & Xriest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (same day) funds (i) with respect to 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 to at said offices (A) an account designated or such other place or places of delivery as shall be agreed upon 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 Warrant Shares, to an account designated by the Custodian for the Warrants to be sold by the Selling Shareholders and to an account designated by the Company for the aggregate Warrant Exercise Price, Representatives in each case against delivery of certificates therefor (including certificates for the Warrant Shareswriting) to the Representatives for the several 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 through is herein called the facilities "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 Depository Trust Company Underwriters against receipt therefor as aforesaid at 10:00 a.m.A.M., New York time, on each Option Closing Date (which may be the third same as the Firm Closing Date but shall in no event be earlier than the Firm Closing Date nor later than five business day 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 or at Agreement. 3.5 Delivery of the Shares shall be made in definitive, fully registered form registered in such other time names and date in such denominations as the Representatives may request in writing to the Company 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 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.) 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 determined by the Representatives but shall not be earlier than three nor later than 10 two full business days after the exercise of such option, nor in any event prior to the Firm Closing Date (such time and date being herein referred to as the "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. If 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 exercise 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 option is three 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 more days before 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 notice Company shall issue and sell to the Representatives the Warrants for a purchase price of exercise shall set the Closing Date as the Option Closing Date$100.00. The number of Option Shares to be purchased by each Underwriter Warrant Agreement and the Warrants shall be satisfactory in the same proportion form and substance to the total number of Option Shares being purchased as the number of Firm Shares and Warrants being purchased by such Underwriter bears to the total number of Firm Shares and Warrant, adjusted by you in such manner as to avoid fractional sharesRepresentatives. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares and Warrants by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment Payment for the Option Shares Warrants shall be made on the Option Firm Closing Date 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 YorkDate. 4.

Payment for the. Firm Shares and Warrants to be sold hereunder is to shall be made in Federal (same day) funds (i) with respect -------------------- by certified or official bank check or checks payable to the Firm Shares to (A) an account designated by order of the Company for in New York Clearing House funds at 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 Warrant Sharesoffice of Xxxxx Xxxx & Xxxxxxxx, to an account designated by the Custodian for the Warrants to be sold by the Selling Shareholders and to an account designated by the Company for the aggregate Warrant Exercise Price000 Xxxxxxxxx Xxxxxx, in each case against delivery of certificates therefor (including certificates for the Warrant Shares) to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company Xxx Xxxx, Xxx Xxxx, at 10:00 a.m.A.M., New York local time, on the third business day after the date of this Agreement _________, 1996, or at such other time and date on the same or such other date, not later than five business days thereafter __________, 1996 as you and the Company shall agree upon, such be designated in writing by you. The time and date being herein of such payment are hereinafter referred to as the "Closing Date." (As used herein, "business day" means a day on which . Payment for any Additional Shares shall be made by certified or official bank check or checks payable to the New York Stock Exchange is open for trading and on which banks order of the Company in New York are open for business and Clearing House funds at the office of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on the date specified in the notice described in Section 2 or on such other date, in any event not permitted later than _________, 1996, as shall be designated in writing by law or executive order to be closed.) Shares are to be registered and the time and date at which such certificates are to be deliveredU.S. Representatives. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein payment are hereinafter referred to as the "Option Closing Date"). If Certificates for the date of exercise of the option is three or more Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than two full business days before the Closing Date, the notice of exercise shall set prior to the Closing Date as or the Option Closing Date, as the case may be. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares and Warrants being purchased by such Underwriter bears to the total number of Firm Shares and Warrant, adjusted by you in 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 sale of certificates evidencing the Firm Shares and Warrants by Additional Shares shall be delivered to you on the Underwriters. YouClosing Date or the Option Closing Date, as Representatives the case may be, for the respective accounts of the several Underwriters, may cancel such option at with any time prior to its expiration by giving written notice transfer taxes payable in connection with the transfer of such cancellation the Shares to the Company. To the extentUnderwriters duly paid, if any, that the option is exercised, against payment for the Option Shares shall be made on the Option Closing Date 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 Yorkpurchase price therefor.

Payment for the. Firm Shares and Warrants to be sold hereunder is to shall be made in Federal (same day) funds (i) with respect by certified or official bank check or checks payable to the Firm Shares to (A) an account designated by order of the Company for in immediately available funds at 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 Warrant Sharesoffice of Xxxxxx Xxxxxxx & Co. Incorporated, to an account designated by the Custodian for the Warrants to be sold by the Selling Shareholders and to an account designated by the Company for the aggregate Warrant Exercise Price0000 Xxxxxxxx, in each case against delivery of certificates therefor (including certificates for the Warrant Shares) to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company Xxx Xxxx, Xxx Xxxx, at 10:00 a.m.A.M., New York local time, on the third business day after the date of this Agreement __________, 1996, or at such other time and date on the same or such other date, not later than five business days thereafter ________, 1996, as you and the Company shall agree upon, such be designated in writing by you. The time and date being herein 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 in immediately available funds at the office of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on such date (As used hereinwhich may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company of your determination, "business day" means on behalf of the Underwriters, to purchase a day number, specified in said notice, of Additional Shares, or on which the New York Stock Exchange is open for trading and on which banks such other date, in New York are open for business and any event not permitted later than ______, 1996, as shall be designated in writing by law or executive order to be closed.) Shares are to be registered and the time and date at which such certificates are to be deliveredyou. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein payment are hereinafter referred to as the "Option Closing Date"). If The notice of the determination to exercise the option to purchase Additional Shares and of the Option Closing Date may be given at any time within 30 days after the date of exercise of this Agreement. Certificates for the option is three or more Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than two full business days before the Closing Date, the notice of exercise shall set prior to the Closing Date as or the Option Closing Date, as the case may be. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares and Warrants being purchased by such Underwriter bears to the total number of Firm Shares and Warrant, adjusted by you in 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 sale of certificates evidencing the Firm Shares and Warrants by Additional Shares shall be delivered to you on the Underwriters. YouClosing Date or the Option Closing Date, as Representatives the case may be, for the respective accounts of the several Underwriters, may cancel such option at with any time prior to its expiration by giving written notice transfer taxes payable in connection with the transfer of such cancellation the Shares to the Company. To the extentUnderwriters duly paid, if any, that the option is exercised, against payment for the Option Shares shall be made on the Option Closing Date 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 Yorkpurchase price therefor.