Common use of Purchase of Stock Clause in Contracts

Purchase of Stock. (a) Subject to the terms and conditions hereinafter set forth, the Purchaser hereby subscribes for and shall purchase, and the Company shall sell to the Purchaser, the Purchase Stock at the Per Share Purchase Price on ((Purchase_Date)) (the "Purchase Date"). The Company shall have no obligation to sell any Purchase Stock to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Purchase Stock to him or her would constitute a violation of the securities or "blue sky" laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the Purchase Date. (b) The aggregate price for the Purchase Stock shall be ((Purchase_Price)) (such amount hereinafter sometimes referred to as the "Purchase Price"). The Purchase Price shall be paid in the following manner: the Purchaser shall deliver to the Company on the Purchase Date cash or a certified bank check or checks payable to the order of the Company in the amount of ((Original_Cash_Payment)) and a promissory note in the principal amount of $((Note_Amount)), representing the aggregate amount of the Purchase Price. On the Purchase Date, in consideration of receipt of the Purchase Price, the Company will issue to the Purchaser a certificate, registered in the Purchaser's name, for the Purchase Stock, which shall be subject to the terms and conditions hereinafter set forth. (c) Subject to the terms and conditions hereinafter set forth and upon and as of the Purchase Date, the Company shall issue to the Purchaser the Initial Option and the Parties shall execute and deliver to each other copies of the Non-Qualified Stock Option Agreement concurrently with the issuance of the Initial Option.

Purchase of Stock. (a) Subject to the terms and conditions hereinafter set forth, the Purchaser hereby subscribes for and shall purchase, and the Company shall sell to the Purchaser, purchased the Purchase Stock from the Company at the Per Share Purchase Price on ((Purchase_Date)) [Purchase Date] (the "Purchase Date"). The Company shall have no obligation to sell any Purchase Stock to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Purchase Stock to him or her would constitute a violation of the securities or "blue sky" laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the Purchase Date. (b) The aggregate price for the Purchase Stock shall be ((Purchase_Price)) was $__________ (such amount hereinafter sometimes referred to as the "Purchase Price"). The Purchase Price shall be was paid in the following manner: the Purchaser shall deliver delivered to the Company on the Purchase Date cash or a certified bank check or checks payable to the order of the Company in the amount of ((Original_Cash_Payment)) $_______ and a promissory note in the principal amount of $((Note_Amount))[Note Amount], representing the aggregate amount of the Purchase Price. On the Purchase Date, in consideration of receipt of the Purchase Price, the Company will issue issued to the Purchaser a certificate, registered in the Purchaser's name, for the Purchase Stock, which shall be is subject to the terms and conditions hereinafter set forth. (c) Subject to the terms and conditions hereinafter set forth and upon and as of the Purchase Date, the Company issued to the Purchaser the Initial Option. Subject to the terms and conditions hereinafter set forth and upon and as of the date of this Agreement, the Company shall issue to the Purchaser the Initial New Option and the Parties shall execute and deliver to each other copies of the a Non-Qualified Stock Option Agreement evidencing the terms of the New Option concurrently with the issuance of the Initial New Option.

Purchase of Stock. (a) Subject to the terms and conditions hereinafter set forth, the Purchaser hereby subscribes for and shall purchase, and the Company shall sell to the Purchaser, the Purchase Stock at the Per Share Purchase Price on ((Purchase_Date)) _____________ ____, 199__ (the "Purchase Date"). The Company shall have no obligation to sell any Purchase Stock to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Purchase Stock to him or her would constitute a violation of the securities or "blue sky" laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the Purchase Date. (b) The aggregate price for the Purchase Stock shall be ((Purchase_Price)) $__________ (such amount hereinafter sometimes referred to as the "Purchase Price"). The Purchase Price shall be paid in the following manner: the Purchaser shall deliver to the Company on at least three business days prior to the Purchase Date cash or a certified bank check or checks payable to the order of the Company in the amount of ((Original_Cash_Payment)) and a promissory note in the principal amount of $((Note_Amount)), representing the aggregate amount of the Purchase Price. On the Purchase Date, in consideration of receipt of the Purchase Price, the Company will issue deliver to the Purchaser a certificate, registered in the Purchaser's name, for the Purchase Stock, which shall be subject to the terms and conditions hereinafter set forth. (c) Subject to the terms and conditions hereinafter set forth and upon and as of the Purchase Date, the Company shall issue to the Purchaser the Initial Option Options and the Parties shall execute and deliver to each other copies of the Non-Qualified Stock Option Agreement concurrently with the issuance of the Initial OptionOptions.

Purchase of Stock. (a) Subject to On the terms and subject to the conditions hereinafter set forthforth herein, at the Closing (as defined below), Seller shall sell and deliver to Purchaser, and Purchaser shall purchase from Seller, the Purchaser hereby subscribes for and shall purchase, and the Company Stock. Seller shall sell the Stock to the Purchaser, free and clear of all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, mortgages, indentures, claims, transfer restrictions, liens, equities, security interests and other similar encumbrances (collectively, "Claims"). The purchase price for the Purchase Stock at the Per Share Purchase Price on ((Purchase_Date)) (the "Purchase DatePrice") shall be Sixty-Two Million Five Hundred Thousand Dollars ($62,500,000). The Company shall have no obligation to sell any Purchase Stock to any person who , plus or minus (ias the case may be) is a resident or citizen of a state or other jurisdiction in which the sale of the Purchase Stock to him or her would constitute a violation of the securities or "blue sky" laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the Purchase DatePrice Adjustment. (b) The aggregate price On the Closing Date (as defined below), all Intercompany Accounts shall be paid in full or eliminated as set forth in Section 1.4 and Purchaser shall pay $62,500,000, either (i) less (the "Holdback") Four Hundred Thousand Dollars ($400,000) (the "Holdback Amount") if the Estimated Purchase Price Adjustment is zero, or (ii) as adjusted up or down (depending on whether the Estimated Purchase Price Adjustment is a positive or negative number) by the Estimated Purchase Price Adjustment, to Seller in exchange for the Stock. Each payment of any portion of the Purchase Stock Price shall be made by wire transfer of immediately available funds to an account of Seller or to accounts designated by it at a bank or banks designated in writing by Seller which designation shall be made at least three ((Purchase_Price)3) (such amount hereinafter sometimes referred business days before the scheduled payment date. Seller shall prepare in cooperation with Purchaser and present to as Purchaser by March 15, 2001 a good faith estimate of what the "Purchase PriceClosing Date Working Capital" would be if the Closing Date were as of February 28, 2001 (the "February Working Capital"). The "Estimated Purchase Price shall be paid in Adjustment" as used herein means the following manner: the February Working Capital minus Eleven Million One Hundred Fifty Nine Thousand Dollars ($11,159,000). If Seller and Purchaser shall deliver cannot agree to the Company Estimated Closing Date Working Capital in writing on or before the Purchase Date cash or a certified bank check or checks payable third day prior to the order of the Company in the amount of ((Original_Cash_Payment)) and a promissory note in the principal amount of $((Note_Amount)), representing the aggregate amount of the Purchase Price. On the Purchase Date, in consideration of receipt of the Purchase Price, the Company will issue to the Purchaser a certificate, registered in the Purchaser's name, for the Purchase Stock, which shall be subject to the terms and conditions hereinafter set forth. (c) Subject to the terms and conditions hereinafter set forth and upon and as of the Purchase Closing Date, the Company Estimated Purchase Price Adjustment shall issue be Zero Dollars ($0). If Seller and Purchaser agree to the Purchaser the Initial Option and the Parties February Working Capital, then there shall execute and deliver to each other copies of the Non-Qualified Stock Option Agreement concurrently with the issuance of the Initial Optionbe no Holdback Amount.