Delivery and Payment for the Shares. We agree to deliver to you before 6:30 a.m., San Francisco time, on the Closing Date referred to in the Underwriting Agreement, and on any later date on which the Option Shares are to be purchased, at the office of Depository Trust Company, New York, New York or at such other place as you designate, a certified or official bank check in next day funds payable to the order of Xxx Xxxxxx & Company, in an amount equal to the aggregate initial Offering Price of the Shares to be purchased by us from the Company on such date, less the aggregate concession to Selected Dealers for such Shares. We authorize you to deliver such funds, less that portion of the non-accountable expense allowance provided for in Section 6(a)(ii) of the Underwriting Agreement allocable to the Shares to be purchased by us, against delivery to you for our account of such Shares. You are authorized to accept delivery of the Shares, to give a receipt therefor and to make deliveries for our account of such Shares, if any, as are reserved for sale in Retail Sales or to Selected Dealers. You may in your discretion cause some or all of our reserved Shares to be delivered to you registered in your name or in such other name as you designate, but such registration will be for administrative convenience only and will not affect our title to such reserved Shares or the severalty of the obligations of the Underwriters to the Company. You agree to cause to be delivered to us promptly any Shares which have not been sold for our account or reserved for sale. If we fail (whether or not such failure constitutes a default hereunder) to deliver to you, or you fail to receive, our check or checks for the Shares that we have agreed to purchase, at the time or times and in the manner provided in this Section 5, either or both of you, in your individual capacities and not on behalf of the Underwriters, are authorized (but shall not be obligated) to make payment to the Company for such Shares for our account, but any such payment by you shall not relieve us of any of our obligations under the Underwriting Agreement or under this Agreement, and we agree to repay you on demand the amount so advanced for our account, together with interest at current interest rates (but not in excess of the maximum amount permitted by applicable law). Upon receipt by you of payment for the Shares sold by or through you for our account, you will remit to us promptly an amount equal to the purchase price paid by us to the Company for such Shares and credit or debit our account on your books with the difference between the selling price and such purchase price. In case any Shares reserved for sale in Retail Sales or to Selected Dealers are not purchased and paid for in due course, we agree (a) to accept delivery when tendered by you of any Shares so reserved for our account and not so purchased and paid for and (b) in case we shall have received payment from you in respect of any such Shares, to reimburse you on demand for the full amount which you shall have paid us in respect of such Shares.
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Delivery and Payment for the Shares. We agree to deliver to you before 6:30 a.m., San Francisco time, on the Closing Date referred to in the Underwriting Agreement, and on any later date on which the Option Shares are to be purchased, at the office of Depository Trust Company, New York, New York or at such other place as you designate, a certified or official bank check in next day funds payable to the order of Xxx Xxxxxx & Company, in an amount equal to the aggregate initial Offering Price of the (a) The Shares to be purchased by us from each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Xxxxx & Co. may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholders shall be delivered by or on such date, less the aggregate concession to Selected Dealers for such Shares. We authorize you to deliver such funds, less that portion behalf of the non-accountable expense allowance provided Company and the Selling Stockholders to Xxxxxxx, Sachs & Co., through the facilities of The Depository Trust Company (“DTC”), for in Section 6(a)(ii) the account of such Underwriter, against payment by or on behalf of such Underwriter of the Underwriting Agreement allocable purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company and the Custodian, as their interests may appear, to Xxxxxxx, Xxxxx & Co. at least forty-eight hours in advance. The Company and the Custodian will cause the certificates representing the Shares to be purchased by us, against delivery made available for checking and packaging at least twenty-four hours prior to you for our account the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:00 a.m., New York City time, on August 3, 2011 or such other time and date as the Representatives, the Company and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. You are authorized to accept Such time and date for delivery of the Shares, to give a receipt therefor Firm Shares is herein called the “First Time of Delivery,” such time and to make deliveries date for our account delivery of such the Optional Shares, if anynot the First Time of Delivery, as are reserved is herein called the “Second Time of Delivery,” and each such time and date for sale in Retail Sales or to Selected Dealers. You may in your discretion cause some or all delivery is herein called a “Time of our reserved Shares Delivery.”
(b) The documents to be delivered to you registered in your name at each Time of Delivery by or in such other name as you designate, but such registration will be for administrative convenience only and will not affect our title to such reserved Shares or the severalty of the obligations of the Underwriters to the Company. You agree to cause to be delivered to us promptly any Shares which have not been sold for our account or reserved for sale. If we fail (whether or not such failure constitutes a default hereunder) to deliver to you, or you fail to receive, our check or checks for the Shares that we have agreed to purchase, at the time or times and in the manner provided in this Section 5, either or both of you, in your individual capacities and not on behalf of the Underwritersparties hereto pursuant to Section 8 hereof, are authorized (but shall not be obligated) to make payment to including the Company for such Shares for our account, but any such payment by you shall not relieve us of any of our obligations under the Underwriting Agreement or under this Agreement, and we agree to repay you on demand the amount so advanced for our account, together with interest at current interest rates (but not in excess of the maximum amount permitted by applicable law). Upon cross receipt by you of payment for the Shares sold and any additional documents requested by or through you for our accountthe Underwriters pursuant to Section 8(o) hereof, you will remit be delivered at the offices of Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Suite 2500, Houston, Texas 77002 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to us promptly an amount equal be delivered pursuant to the purchase price paid preceding sentence will be available for review by us the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to the Company for such Shares and credit or debit our account on your books with the difference between the selling price and such purchase price. In case any Shares reserved for sale in Retail Sales or to Selected Dealers are not purchased and paid for in due course, we agree (a) to accept delivery when tendered by you of any Shares so reserved for our account and not so purchased and paid for and (b) in case we shall have received payment from you in respect of any such Shares, to reimburse you on demand for the full amount which you shall have paid us in respect of such Sharesclose.
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Delivery and Payment for the Shares. We agree to deliver to you before 6:30 a.m., San Francisco time, on the Closing Date referred to in the Underwriting Agreement, and on any later date on which the Option Shares are to be purchased, at the office of Depository Trust Company, New York, New York or at such other place as you designate, a certified or official bank check in next day funds payable to the order of Xxx Xxxxxx & Company, in an amount equal to the aggregate initial Offering Price of the (a) The Shares to be purchased by us from each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Sachs & Co. may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholders shall be delivered by or on such date, less the aggregate concession to Selected Dealers for such Shares. We authorize you to deliver such funds, less that portion behalf of the non-accountable expense allowance provided Company and the Selling Stockholders to Xxxxxxx, Xxxxx & Co., through the facilities of The Depository Trust Company (“DTC”), for in Section 6(a)(ii) the account of such Underwriter, against payment by or on behalf of such Underwriter of the Underwriting Agreement allocable purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company and the Custodian, as their interests may appear, to Xxxxxxx, Sachs & Co. at least forty-eight hours in advance. The Company and the Custodian will cause the certificates representing the Shares to be purchased by us, against delivery made available for checking and packaging at least twenty-four hours prior to you for our account the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, [ ] a.m., New York City time, on [ ], 2011 or such other time and date as the Representatives, the Company and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. You are authorized to accept Such time and date for delivery of the Shares, to give a receipt therefor Firm Shares is herein called the “First Time of Delivery,” such time and to make deliveries date for our account delivery of such the Optional Shares, if anynot the First Time of Delivery, as are reserved is herein called the “Second Time of Delivery,” and each such time and date for sale in Retail Sales or to Selected Dealers. You may in your discretion cause some or all delivery is herein called a “Time of our reserved Shares Delivery.”
(b) The documents to be delivered to you registered in your name at each Time of Delivery by or in such other name as you designate, but such registration will be for administrative convenience only and will not affect our title to such reserved Shares or the severalty of the obligations of the Underwriters to the Company. You agree to cause to be delivered to us promptly any Shares which have not been sold for our account or reserved for sale. If we fail (whether or not such failure constitutes a default hereunder) to deliver to you, or you fail to receive, our check or checks for the Shares that we have agreed to purchase, at the time or times and in the manner provided in this Section 5, either or both of you, in your individual capacities and not on behalf of the Underwritersparties hereto pursuant to Section 8 hereof, are authorized (but shall not be obligated) to make payment to including the Company for such Shares for our account, but any such payment by you shall not relieve us of any of our obligations under the Underwriting Agreement or under this Agreement, and we agree to repay you on demand the amount so advanced for our account, together with interest at current interest rates (but not in excess of the maximum amount permitted by applicable law). Upon cross receipt by you of payment for the Shares sold and any additional documents requested by or through you for our accountthe Underwriters pursuant to Section 8(o) hereof, you will remit be delivered at the offices of Xxxxxx & Xxxxxx L.L.P., First City Tower, 0000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [ ] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to us promptly an amount equal be delivered pursuant to the purchase price paid preceding sentence will be available for review by us the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to the Company for such Shares and credit or debit our account on your books with the difference between the selling price and such purchase price. In case any Shares reserved for sale in Retail Sales or to Selected Dealers are not purchased and paid for in due course, we agree (a) to accept delivery when tendered by you of any Shares so reserved for our account and not so purchased and paid for and (b) in case we shall have received payment from you in respect of any such Shares, to reimburse you on demand for the full amount which you shall have paid us in respect of such Sharesclose.
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Delivery and Payment for the Shares. We agree (a) The Company will deliver the Firm Shares to deliver the Representatives for the accounts of the Underwriters, against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to you before 6:30 a.m.the order of the Company, San Francisco time, on the Closing Date referred to in the Underwriting Agreementcase of Firm Shares sold by the Company, and to or on any later date on which behalf of the Option Selling Stockholder, under instructions from the Company as Custodian, in the case of Firm Shares are to be purchasedsold by the Selling Stockholder, at the office of Depository Trust CompanyXxxx Xxxxx Xxxx Xxxxxx, New YorkIncorporated (“Xxxx Xxxxx”), New York 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, at [ : ] [P.M.][A.M.], Washington, D.C. time, on , 2004, or at such other place and time not later than seven (7) full business days thereafter as you designatethe Representatives and the Company determine, a certified such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Shares. The certificates for the Firm Shares so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of Xxxx Xxxxx, or such other place as the Representatives and the Company shall determine, at least twenty-four (24) hours prior to the Closing Date.
(b) Each time for the delivery of and payment for the Option Shares, being herein referred to as an “Option Closing Date,” which may be the Closing Date, shall be determined by the Representatives as provided above. The Company will deliver the Option Shares being purchased on each Option Closing Date to the Representatives for the accounts of the Underwriters, against payment of the Purchase Price therefor in Federal (same day) funds by official bank check in next day funds payable or checks or wire transfer drawn to the order of Xxx Xxxxxx & the Company, in an amount equal to the aggregate initial Offering Price case of the Option Shares to be purchased sold by us from the Company on such date, less the aggregate concession to Selected Dealers for such Shares. We authorize you to deliver such funds, less that portion of the non-accountable expense allowance provided for in Section 6(a)(ii) of the Underwriting Agreement allocable to the Shares to be purchased by us, against delivery to you for our account of such Shares. You are authorized to accept delivery of the Shares, to give a receipt therefor and to make deliveries for our account of such Shares, if any, as are reserved for sale in Retail Sales or to Selected Dealers. You may in your discretion cause some or all of our reserved Shares to be delivered to you registered in your name or in such other name as you designate, but such registration will be for administrative convenience only and will not affect our title to such reserved Shares or the severalty of the obligations of the Underwriters to the Company. You agree to cause to be delivered to us promptly any Shares which have not been sold for our account or reserved for sale. If we fail (whether or not such failure constitutes a default hereunder) to deliver to you, or you fail to receive, our check or checks for the Shares that we have agreed to purchase, at the time or times and in the manner provided in this Section 5, either or both of you, in your individual capacities and not on behalf of the UnderwritersSelling Stockholder, are authorized (but shall not be obligated) to make payment to under instructions from the Company for such Shares for our accountas Custodian, but any such payment by you shall not relieve us in the case of any of our obligations under the Underwriting Agreement or under this Agreement, and we agree to repay you on demand the amount so advanced for our account, together with interest at current interest rates (but not in excess of the maximum amount permitted by applicable law). Upon receipt by you of payment for the Option Shares sold by the Selling Stockholder, at the above office of Xxxx Xxxxx, or through you for our account, you will remit to us promptly an amount equal to such other place as the purchase price paid by us to Representatives and the Company shall determine, at [ : ] [P.M.][A.M.], Washington, D.C. time on the applicable Option Closing Date. The certificates for such Shares and credit or debit our account on your books with the difference between the selling price and such purchase price. In case any Shares reserved for sale in Retail Sales or to Selected Dealers are not purchased and paid for in due course, we agree (a) to accept delivery when tendered by you of any Option Shares so reserved to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for our account checking and not so purchased packaging at the above office of Xxxx Xxxxx, or such other place as the Representatives and paid for and the Company shall determine, at least twenty-four (b24) in case we shall have received payment from you in respect of any hours prior to such Shares, to reimburse you on demand for the full amount which you shall have paid us in respect of such SharesOption Closing Date.
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