Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________December 8, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company Sellers shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company Sellers shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606, Xxx Xxxx and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Delivery of the Initial Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior made to the Closing Date or Underwriters for the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf account of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation each Underwriter in book-entry form through the facilities of The Depository Trust Company ("“DTC"), for the respective accounts ”) against payment of the several Underwriters, against payment to the Sellers of the Purchase Price therefore purchase price therefor by such Underwriter or on its behalf therefor by wire transfer in same day funds to the Company or its order at the office of Federal or other funds immediately available in Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York Cityor at such other location as the parties may agree. The certificates representing Such payment of the Shares Initial Securities shall be made available for inspection not later than 9:30 A.M.at 10:00 a.m., New York City time, on the seventh business day following the date of this Agreement or at such time on such other date as may be agreed upon by the Company and the Representatives (such date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities, payments of the purchase price for and delivery of such Option Securities shall be made at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, or at such other location as the parties may agree, on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global Securities in book-entry form, which will be deposited by or on behalf of the Company with DTC or its designated custodian. The certificates for the Securities will be made available for examination and packaging by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and Xxxxx Fargo Securities, LLC, as representatives of the several Underwriters (the “Representatives”), in New York City not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Date or the applicable Option Closing Delivery Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time cost of original issue tax stamps, if any, in connection with the issuance and date sale of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and by the Company shall agree in writing. The time and date of delivery and payment for to the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the respective Underwriters shall be made at 9:00 A.M., New York City time, on borne by the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingCompany. The time Company will pay and date hold each Underwriter and any subsequent holder of delivery the Securities harmless from any and payment for all liabilities with respect to or resulting from any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be delivered on payable in connection with the Closing Date original issuance or any Option Closing Date on behalf sale to such Underwriter of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beSecurities.

Delivery and Payment. The Shares Delivery of the Initial Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior made to the Closing Date or Underwriters for the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf account of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation each Underwriter in book-entry form through the facilities of The Depository Trust Company ("“DTC"), for the respective accounts ”) against payment of the several Underwriters, against payment to the Sellers of the Purchase Price therefore purchase price therefor by such Underwriter or on its behalf by wire transfer in same day funds to the Company or its order at the offices of Federal Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York, or at such other funds immediately available in New York Citylocation as the parties may agree. The certificates representing Such delivery of the Shares Initial Securities and payment of the purchase price thereof shall be made available for inspection not later than 9:30 A.M.at 10:00 a.m., New York City time, on the fifth business day following the date of this Agreement or at such time on such other date as may be agreed upon by the Company and the Representatives (such date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities, payments of the purchase price for and delivery of such Option Securities shall be made at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York, or at such other location as the parties may agree, on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global notes in book-entry form, which will be deposited by or on behalf of the Company with DTC or its designated custodian. The global notes representing the Securities will be made available for examination and packaging by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and Xxxxx Fargo Securities, LLC, as representatives of the Underwriters (the “Representatives”), in New York City not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Date or the applicable Option Closing Delivery Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time cost of original issue tax stamps, if any, in connection with the issuance and date sale of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and by the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on borne by the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingCompany. The time Company will pay and date hold each Underwriter and any subsequent holder of delivery the Securities harmless from any and payment for all liabilities with respect to or resulting from any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be delivered on payable in connection with the Closing Date original issuance or any Option Closing Date on behalf sale to such Underwriter of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beSecurities.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf Underwriters of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 10:00 A.M., New York City time, on ________June , 19981999 (the "CLOSING DATE"), or at such other time on the same or such other date place as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you shall designate. The Closing Date and the Company shall agree in writing. The time and date location of delivery of and the form of payment for the Firm Shares are hereinafter referred may be varied by agreement between you and the Company. Delivery to as the "Closing Date". The time and date Underwriters of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 such place as the Representatives shall designate at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or 2 (an "OPTION CLOSING DATE"). Any such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Option Closing Date and the Company shall agree in writing. The time and date location of delivery of and the form of payment for any such Additional Shares are hereinafter referred may be varied by agreement between the Representatives and the Company. Certificatets for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such an Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. Certificates in definitive form evidencing the Shares shall be delivered to you through the facilities of the Depository Trust Company ("DTC") on the Closing Date or an Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment to DLJdirect of the Purchase Price in respect of Firm shares and any Additional Shares for which the proceeds are allocated to DLJdirect and to the Company of the Purchase Price in respect of Firm Shares and any Additional Shares for which the proceeds are allocated to DLJ by wire transfer of Federal or other funds immediately available in New York City.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on _____February ___, 1998, 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Brobxxx, Xxleger & XxxxxxHarrxxxx XXX, 000 Xxxxx Xxxxxx Xxxxx1633 Xxxxxxxx, ChicagoXxx Xxxx, Illinois 60606, and Xxx Xxxx 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Delivery of the Initial Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior made to the Closing Date or Underwriters for the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf account of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation each Underwriter in book-entry form through the facilities of The Depository Trust Company ("“DTC"), for the respective accounts ”) against payment of the several Underwriters, against payment to the Sellers of the Purchase Price therefore purchase price therefor by such Underwriter or on its behalf therefor by wire transfer in same day funds to the Company or its order at the office of Federal or other funds immediately available in Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York Cityor at such other location as the parties may agree. The certificates representing Such payment of the Shares Initial Securities shall be made available for inspection not later than 9:30 A.M.at 10:00 a.m., New York City time, on the seventh business day following the date of this Agreement or at such time on such other date as may be agreed upon by the Company and the Representatives (such date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities, payments of the purchase price for and delivery of such Option Securities shall be made at the above mentioned offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, or at such other location as the parties may agree, on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global Securities in book-entry form, which will be deposited by or on behalf of the Company with DTC or its designated custodian. The certificates for the Securities will be made available for examination and packaging by Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS Securities LLC and Xxxxx Fargo Securities, LLC, as representatives of the several Underwriters (the “Representatives”), in New York City not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Date or the applicable Option Closing Delivery Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time cost of original issue tax stamps, if any, in connection with the issuance and date sale of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and by the Company shall agree in writing. The time and date of delivery and payment for to the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the respective Underwriters shall be made at 9:00 A.M., New York City time, on borne by the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingCompany. The time Company will pay and date hold each Underwriter and any subsequent holder of delivery the Securities harmless from any and payment for all liabilities with respect to or resulting from any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be delivered on payable in connection with the Closing Date original issuance or any Option Closing Date on behalf sale to such Underwriter of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beSecurities.

Delivery and Payment. (a) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents and JPMorgan Bank, N.A., as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Purchasers. Prior to the completion of the purchase and sale of the Units pursuant to this Agreement and the Subscription Agreements (the “Closing”), each such Purchaser shall deposit into the Escrow Account an amount equal to the product of (x) the number of Units such Purchaser has agreed to purchase and (y) the purchase price per Unit determined by the Subscription Agreements (the “Purchase Amount”). The Shares aggregate of such Purchase Amounts is herein referred to as the “Escrow Funds”. On the Closing Date, upon satisfaction or waiver of all of the conditions to Closing, the Escrow Agent will disburse the Escrow Funds to the Company and the Placement Agents as provided in the Escrow Agreement and Section 2(e) above, and the Company shall cause the Units to be delivered to the Purchasers. (b) Subject to the terms and conditions hereof, delivery of the Units shall be represented made by definitive certificates the Company to the Purchasers, and payment of the purchase price shall be issued made by the Purchasers, at the office of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx Professional Corporation, 600 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 (or at such other place as agreed upon by the Placement Agents and the Company), at 10:00 a.m., New York City time, on or before April 16, 2007 or at such time on such other date as may be agreed upon in such authorized denominations writing by the Company and registered Credit Suisse but in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days event prior to the Closing Date or date on which the applicable Option Closing Date Escrow Agent shall have received all of the Escrow Funds (as defined below), such date of delivery and payment is hereinafter referred to as the case may be“Closing Date”). The Shares shall be delivered by or on behalf of the Sellersdelivered, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC")Company, for the respective accounts of the several Underwritersto such persons, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares and shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date registered in such name or the applicable Option Closing Datenames and shall be in such denominations, as the case Placement Agents may be, request by written notice to the Company at least one business day before the office of DTC or its designated custodian (the "Designated Office")Closing Date. The time cost of original issue tax stamps and date other transfer taxes, if any, in connection with the issuance and delivery of delivery and payment for the Firm Shares Units by the Company to the respective Purchasers shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased borne by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beCompany.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ING Baring Furmxx Xxxx XXX shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ING Baring Furmxx Xxxx XXX through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ___________, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ING Baring Furmxx Xxxx XXX and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ING Baring Furmxx Xxxx XXX and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Alstxx & Xird LLP, 1201 Xxxx Xxxxxxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxxx, Chicago, Illinois 60606, and Xxxxxxx 00000-0000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Payment for the Securities shall be represented made by definitive certificates and the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days noon on the Business Day prior to the Closing Date date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the applicable Option Closing Date same or such other date, not later than the third Business Day (as defined below)) thereafter, as the case Agents and the Company may beagree in writing). The Shares time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall be delivered by or on behalf made against delivery to the nominee of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), depositary specified in Schedule I hereto for the respective accounts of the several UnderwritersAgents of one or more global notes (the “Global Notes”) representing the Securities, against payment with any stamp or transfer taxes payable in connection with the transfer to the Sellers purchasers of the Purchase Price therefore Securities duly paid by wire transfer of Federal or other funds immediately available in New York Citythe Company. The certificates representing the Shares shall Global Notes will be made available for inspection by the Agents at the office of Davies Wxxx Xxxxxxxx & Vxxxxxxx LLP, 1 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 9:30 A.M., New York City 3:00 p.m. Toronto time, on the business day Business Day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment In return for the Firm Shares shall be made at 9:00 A.M.Agents’ services in acting as financial advisors to the Company, New York City timein assisting in the preparation of the Supplement (and any Prospectus amendments), on ________, 1998, or such other time in advising on the same or such final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other date as Xxxxxxxxxregistered dealers and brokers, Lufkin & Xxxxxxxx Securities Corporation and in performing administrative work in connection with the distribution of the Securities, the Company shall agree in writing. The time and date of delivery and payment for agrees to pay to the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made Agents at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf a fee of $4.00 per $1,000 principal amount of the parties hereto pursuant 2021 Notes actually sold and a fee of $5.00 per $1,000 principal amount of the 2041 Notes actually sold. RBC Dominion Securities Inc. and Scotia Capital Inc. shall each be entitled to Section 9 receive 3% of this Agreement the aggregate fee paid by the Company in respect of both the 2021 Notes and the 2041 Notes (such aggregate fee, the “Fee”), and thereafter each Agent (including RBC Dominion Securities Inc. and Scotia Capital Inc.) shall be delivered at entitled to receive that proportion of the offices remainder of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at Fee equal to the Designated Office, all on the Closing Date or such Option Closing Date, as the case may bepercentage listed opposite its name in Schedule II.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on _____February ___, 1998, or 2000 such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx, Xxxxxxxxxx & XxxxxxXxxxxxxxx LLP, 000 Xxxxx Xxxxxx XxxxxXxxxxx, ChicagoXxx Xxxx, Illinois 60606, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Cadwalader, Xxxxxxxxxx & XxxxxxXxxx, 000 Xxxxx Xxxxxx XxxxxXxxx, ChicagoXxx Xxxx, Illinois 60606, Xxx Xxxx and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Merrill Lynch shall request no later than two business days prior to the Closing Date txx Xxxxixx Xxte or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Merrill Lynch through the facilities of The Depository Trust Company ("DTCXXX"), for the xxx xhe respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________October 4, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Merrill Lynch and the Company shall agree in writing. The time and date of delivery and payment datx xx xxlxxxxx for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Merrill Lynch and the Company shall agree in writing. The time and date of delivery and payment datx xx xxlxxxxx for any the Additional Shares are hereinafter referred to as the an "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Akin, Gump, Strauss, Hauer & Feld, L.L.P., 590 Madison Avenue, New York, New York, 10022, axx xxe Sxxxxs shall be xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the xxx xx xhe Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the Representatives pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Andrxxx & Xurtx X.X.P., 600 Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx0000, ChicagoHouston, Illinois 60606, Texas 77002 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606LLP, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon in connection with the sale of the Shares by the Company to the Underwriters duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxx, Procter & Xxxx XXX, Xxxxxxxx & Xxxxx, Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, Xxxxxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares A global certificate for the Securities (the "GLOBAL CERTIFICATE") shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxxthe name of Cede & Co., Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities nominee of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares Global Certificate shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or, if applicable, each Option Closing Date. The Global Certificate, or other form agreed to in the applicable alternative, evidencing the Securities, shall be delivered to the Trustee on your behalf on the Closing Date or, if applicable, each Option Closing Date, as with any transfer taxes thereon duly paid by the case may beCompany, at for the office respective accounts of DTC the several Underwriters, against payment to the Company of the Purchase Price therefore by wire transfer of Federal or its designated custodian (the "Designated Office")other funds immediately available in New York City. The time and date of delivery and payment for the Firm Shares Securities shall be made at 9:00 A.M., New York City time, on ________May 8, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of such delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any the Additional Shares to be purchased by the Underwriters Securities shall be made at 9:00 A.M., New York City time, on such date or dates (each, an "OPTION CLOSING DATE"), which may be the date same as the Closing Date, but shall in no event be earlier than the Closing Date, as shall be specified in the applicable exercise notice given by you pursuant to Section 2, or . Any such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Option Closing Date and the Company shall agree in writing. The time and date location of delivery of and the form of payment for any such Additional Shares are hereinafter referred to as Securities may be varied by agreement between you and the "Option Closing Date"Company. The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & XxxxxxXxxxxxx, 000 00 Xxxxxx Xxxx, Xxxxx Xxxxxx XxxxxXxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beXxxxxxxxxx 00000.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and CSFBC shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and CSFBC through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to next preceding the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ___________, 1998, 2000 or such other time on the same or such other date as XxxxxxxxxDLJ, Lufkin & Xxxxxxxx Securities Corporation CSFBC and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". ." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDLJ, Lufkin & Xxxxxxxx Securities Corporation CSFBC and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Sidley & Austin, Bank One Plaza, 00 X. Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx XxxxxStreet, Chicago, Illinois 6060660603, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 10 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxxx, Carton & XxxxxxXxxxxxx, 000 X. Xxxxx Xxxxxx XxxxxStreet, Chicago, Illinois 60606, 60610 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. (a) The Shares shall Securities to be purchased by each Underwriter hereunder will be represented by definitive certificates and shall global notes in book-entry form which will be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered deposited by or on behalf of the Sellers, Issuers with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("“DTC")”) or its designated custodian. The Issuers will deliver the Securities to Xxxxxx Xxxxxxx & Co. LLC, for the respective accounts account of the several Underwriterseach Underwriter, against payment to the Sellers by or on behalf of such Underwriter of the Purchase Price therefore purchase price therefor by wire transfer of Federal or other same day funds immediately available wired in New York Cityaccordance with the written instructions of the Company, by causing DTC to credit the Notes to the account of Xxxxxx Xxxxxxx & Co. LLC at DTC. The Issuers will cause the certificates representing the Shares shall Securities to be made available to Xxxxxx Xxxxxxx & Co. LLC for inspection not later than 9:30 A.M., New York City time, on the business day checking at least twenty-four hours prior to the Closing Date or the applicable Option Closing Date, as the case may be, Time of Delivery at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment for the Firm Shares shall be made at 9:00 A.M.9:30 a.m., New York City time, on ________July 10, 1998, 2019 or such other time on the same or such other and date as Xxxxxxxxx, Lufkin Xxxxxx Xxxxxxx & Xxxxxxxx Securities Corporation Co. LLC and the Company shall Issuers may agree upon in writing. The Such time and date are herein called the “Time of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". Delivery.” (b) The documents to be delivered on at the Closing Date Time of Delivery by or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall 8 hereof, including, without limitation, the cross-receipt for the Notes and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at such time and date at the offices of Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606Xxx Xxxx 00000 or such other location as the parties mutually agree (the “Closing Location”), and the Shares shall Notes will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 6:00 p.m., New York City time (or such other time as the parties mutually agree), on the Closing Date New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by 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 are generally authorized or such Option Closing Date, as the case may beobligated by law or executive order to close.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxxx, Chicago, Illinois 60606Xxxxxxxx 00000, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the THE "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Winston & Xxxxxx, 000 Xxxxx 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, 60601 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf Underwriters of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 10:00 A.M., New York City time, on ________the third or fourth business day unless otherwise permitted by the Commission pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, 1998as amended (the "Exchange Act"), following the date of the initial public offering (the "Closing Date"), at the offices of Xxxxxx Xxxxxx & Xxxxxxx in New York, New York or at such other time on the same or such other date place as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you shall designate. The Closing Date and the Company shall agree in writing. The time and date location of delivery of and the form of payment for the Firm Shares are hereinafter referred may be varied by agreement between you and the Sellers. Delivery to as the "Closing Date". The time and date Underwriters of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 the offices of Xxxxxx Xxxxxx & Xxxxxxx in New York, New York or at such other place as you shall designate at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the 2 (an "Option Closing Date"). The documents Any such Option Closing Date and the location of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such an Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. Certificates in definitive form evidencing the Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the respective Sellers, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by wire transfer payable in New York Clearing House or similar next day funds to the order of the Company or the Custodian (as defined herein), as the case may be.

Delivery and Payment. The Shares Notes and Warrants comprising the Units shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersUnits, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares Notes and Warrants comprising the Units shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, (as the case may bedefined below), at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares Units shall be made at 9:00 A.M., New York City time, on _____September ___, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of such delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & XxxxxxXxxx (Illinois), 000 Xxxxx Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares Notes and Warrants shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersSecurities, with any transfer taxes thereon duly paid by the respective SellersCompany, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares Securities shall be made available for inspection by the Underwriters not later than 9:30 10:00 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares Securities shall be made at 9:00 A.M., New York City time, on ________February [ ], 1998, 1998 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of such delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateCLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606, and Xxx Xxxx 00000 xxx the Shares Securities shall be delivered at the Designated Officeoffice of DTC or its designated custodian (the "DESIGNATED OFFICE"), all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx & XxxxxxLLP, 000 Xxxxx Xxxxxx Xxxxx0000 Xxxxxxxx, ChicagoXxx Xxxx, Illinois 60606, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. (a) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents and Mellon Trust of New England, N.A., as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Purchasers. Prior to the completion of the purchase and sale of the Shares pursuant to this Agreement and the Subscription Agreements (the “Closing”), each such Purchaser shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Purchaser has agreed to purchase and (y) the purchase price per Share as set forth in the Subscription Agreements (the “Purchase Amount”). The aggregate of such Purchase Amounts is herein referred to as the “Escrow Funds.” On the Closing Date, upon satisfaction or waiver of all of the conditions to Closing, the Escrow Agent will disburse the Escrow Funds to the Company and the Placement Agents as provided in the Escrow Agreement and Section 2(e) above, and the Company shall cause the Shares to be delivered to the Purchasers. (b) Subject to the terms and conditions hereof, delivery of the Shares shall be represented made by definitive certificates the Company to the Purchasers, and payment of the purchase price shall be issued made by the Purchasers, at the office of Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or at such other place as agreed upon by the Placement Agents and the Company), at 10:00 a.m., New York City time, on or before November 7, 2007 or at such time on such other date as may be agreed upon in such authorized denominations writing by the Company and registered Leerink but in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days event prior to the Closing Date or date on which the applicable Option Closing Date Escrow Agent shall have received all of the Escrow Funds (as defined below), such date of delivery and payment is hereinafter referred to as the case may be“Closing Date”). The Shares shall be delivered by or on behalf of the Sellersdelivered, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC")Company, for the respective accounts of the several Underwritersto such persons, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares and shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date registered in such name or the applicable Option Closing Datenames and shall be in such denominations, as the case Placement Agents may be, request by written notice to the Company at least one business day before the office of DTC or its designated custodian (the "Designated Office")Closing Date. The time cost of original issue tax stamps and date other transfer taxes, if any, in connection with the issuance and delivery of delivery and payment for the Firm Shares by the Company to the respective Purchasers shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased borne by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beCompany.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf Underwriters of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ______January __, 1998, or 1998 (the "CLOSING DATE") at such other time on the same or such other date place as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you shall designate. The Closing Date and the Company shall agree in writing. The time and date location of delivery of and payment for the Firm Shares are hereinafter referred may be varied by agreement between you and the Company. Delivery to as the "Closing Date". The time and date Underwriters of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at such place as you shall designate at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 22 (an "OPTION CLOSING DATE"). Any such Option Closing Date and the location of delivery of and payment for such Additional Shares may be varied by agreement between you and the Company. The Company authorizes Donaldson, Lufkin & Jenrette Securities Corporation to have the Shares xxxxxxxxed in the nxxx xx Xede & Co., as nominee of The Depository Trust Company ("DTC"), or such other time on the same or such other date name as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option determine prxxx xx xxe Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Dxxx xx xn Option Closing Date, as the case may be. On the Closing Date or the applicable Option Closing Date, as the case may be, against payment to the Company by the Underwriters of the Purchase Price for the Shares by wire transfer of federal or other funds immediately available in New York City, the Company will cause DTC to credit these Shares to the account of Donaldson, Lufkin & Jenrette Securities Corporation at DTC for the benxxxx xx xhe Underwrixxxx.

Delivery and Payment. The Shares Delivery of the Trust Preferred Securities shall be represented made to the Representative for the accounts of the Underwriters at the office of Pietrantoni Mendez & Alvarez LLP, counsel to the Company, Banco Popular Xxxxxx, 00xx Xxxxx, Hxxx Xxx, Puerto Rico, against payment of the purchase price by wire transfer of immediately available funds to the bank account designated by the Company. Such payment shall be made at 10:00 a.m., New York City time, on the fourth full business day following the date of this Agreement, or such other time on such other date, not later than seven business days after the date of this Agreement, as may be agreed upon by the Company and the Representative (such date is hereinafter referred to as the "Closing Date"). Time shall be of the essence and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Certificates evidencing the Trust Preferred Securities shall be in definitive certificates form and shall be issued in such authorized denominations and registered in such names and in such denominations as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation the Representative shall request no later than at least two business days prior to the Closing Date or by written notice to the applicable Option Trust. For the purpose of expediting the checking and packaging of certificates for the Trust Preferred Securities, the Trust agrees to make such certificates available for inspection at least 24 hours prior to the Closing Date (as defined below)Date. Notwithstanding the other provisions of this Section 2, as if transactions in the case may be. The Shares shall Trust Preferred Securities can be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation settled through the facilities of The Depository Trust Company ("DTC"), payment for the respective accounts and delivery of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Trust Preferred Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf will be made through the facilities of DTC if you are a member, unless you have otherwise notified us prior to the date specified by you, or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instruction you may send to us prior to such specified date. The cost of original issue tax stamps, if any, in connection with the issuance, sale and delivery of the parties hereto pursuant Trust Preferred Securities by the Trust to Section 9 of this Agreement the respective Underwriters shall be delivered at borne by the offices Company. The Company will pay and save each Underwriter and any subsequent holder of Xxxxxxxx & Xxxxxxthe Trust Preferred Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying Federal, 000 Xxxxx Xxxxxx Xxxxxstate or Commonwealth of Puerto Rico stamp and other transfer taxes, Chicagoif any, Illinois 60606which may be payable or determined to be payable in connection with the original issuance, and sale or delivery to such Underwriter of the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beTrust Preferred Securities.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Deutsche Bank Securities Corporation Inc. shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Deutsche Bank Securities Corporation Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M.a.m., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Deutsche Bank Securities Corporation Inc. and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Deutsche Bank Securities Corporation Inc. and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxx, Xxxxxxx & Xxxxxxxx & XxxxxxLLP, 000 Xxxxx Xxxxxx Xxxxx0000 Xxxxxxxx, ChicagoXxx Xxxx, Illinois 60606, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx XxxxxXxxxxxx Xxxxxx, ChicagoXxx Xxxxxxxxx, Illinois 60606, Xxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York CityCity to an account which shall have been specified by the company at least three business days prior to the Closing Date or the applicable Option Closing Date, as the case may be (as defined below). The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx & Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, Chicago, Illinois 60606, Xxxxxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any the Additional Shares are hereinafter referred to as the an "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx Xxxx Nemerovski Xxxxxx Xxxx & Xxxxxx, 000 Xxxxx Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx Xxxxx, Chicago, Illinois 60606, X. Xxxxxxx and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented evidenced by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M.a.m., New York City time, on ________, 1998, 1998 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of each delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Vinsxx & Xlkixx X.X.P., 1001 Xxxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxSuite 2300, ChicagoHouston, Illinois 60606, Texas 77002 and the Shares shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no not later than two full business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on __________ , 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates (a) Delivery of, and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing for, the Shares Firm Notes shall be made available at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("SKADDEN"), 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or such other ------- location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m. New York City time, on November 18, 1998 or at such other time on the same date or such other date as shall be agreed upon by the Initial Purchasers and the Company in writing. The time and date of such delivery and the payment for inspection not later than 9:30 A.M.the Firm Notes are herein called the "CLOSING DATE." ------------ (b) Delivery to the Initial Purchasers of and payment for any Additional Notes to be purchased by the Initial Purchasers shall be made at the offices of Skadden at 9:00 a.m., New York City time, on the business day prior date specified in the exercise notice given by the Initial Purchasers pursuant to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, Section 2(b) or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Initial Purchasers and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares Notes are hereinafter referred to as an "OPTION CLOSING DATE." ------------------- (c) Notes sold by the Initial Purchasers to QIBs will be represented by one or more Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate --- principal amount corresponding to the aggregate principal amount of the Notes sold to such QIBs (collectively, the "Option Closing DateGLOBAL NOTE"). Notes sold by the Initial ----------- Purchasers to Accredited Institutions that are not QIBs will be represented by one or more Notes in definitive form, registered in the name of such Accredited Institutions, having an aggregate principal amount corresponding to the aggregate principal amount of the Notes sold to such Accredited Institutions (collectively, the "ACCREDITED INSTITUTION NOTE"). The documents to be delivered on Global Note and the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement --------------------------- Accredited Institution Note shall be delivered at by the offices Company to the Initial Purchasers (or as the Initial Purchasers direct) in each case with any transfer taxes thereon duly paid by the Company against payment by the Initial Purchasers of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, the Purchase Price thereof by wire transfer in same day funds to the order of the Company. The Global Note and the Shares Accredited Institution Note shall be delivered at made available to the Designated OfficeInitial Purchasers for inspection not later than 9:30 a.m., all New York City time, on the Closing Date or such Option business day immediately preceding the Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the SellersCompany or the Selling Shareholders, as the case may be, with any transfer taxes thereon duly paid by the respective SellersSeller, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company or the Selling Shareholders, as the case may be, of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Sachnoff & XxxxxxWeaver, 000 Xxxxx Xxxxxx XxxxxLtd., 30 South Wacker Dr., 29th floor, Chicago, Illinois 60606Illinxxx 00006, and the xxx xxe Shares shall be delivered at xxxxx xx xxxxxxxxx xx the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ______November __, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & and Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxx Xxxx Xxxx, ChicagoXxxx Xxxx, Illinois 60606, Xxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. (a) The Shares shall Securities to be purchased by each Underwriter hereunder will be represented by definitive certificates and shall global notes in book-entry form which will be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered deposited by or on behalf of the Sellers, Issuers with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("“DTC")”) or its designated custodian. The Issuers will deliver the Securities to Citigroup Global Markets Inc., for the respective accounts account of the several Underwriterseach Underwriter, against payment to the Sellers by or on behalf of such Underwriter of the Purchase Price therefore purchase price therefor by wire transfer of Federal or other same day funds immediately available wired in New York City. The accordance with the written instructions of the Company, by causing DTC to credit the Notes to the account of Citigroup Global Markets Inc. at DTC, and the Issuers will cause the certificates representing the Shares shall Securities to be made available to Citigroup Global Markets Inc. for inspection not later than 9:30 A.M., New York City time, on the business day checking at least twenty-four hours prior to the Closing Date or the applicable Option Closing Date, as the case may be, Time of Delivery at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of delivery such deliveries and payment for the Firm Shares payments shall be made at 9:00 A.M.9:30 a.m., New York City time, on ________October 12, 1998, 2021 or such other time on the same or such other and date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Citigroup Global Markets Inc. and the Company shall Issuers may agree upon in writing. The Such time and date are herein called the “Time of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". Delivery.” (b) The documents to be delivered on at the Closing Date Time of Delivery by or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall 8 hereof, including, without limitation, the cross-receipt for the Notes and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at such time and date at the offices of Xxxxxxxx Cxxxxx Xxxxxx & XxxxxxRxxxxxx llp, 000 Xxxxx Xxxxxx Xxxxx30 Xxx Xxxx, ChicagoXxx Xxxx, Illinois 60606Xxx Xxxx 00000 or such other location as the parties mutually agree (the “Closing Location”), and the Shares shall Notes will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 6:00 p.m., New York City time (or such other time as the parties mutually agree), on the Closing Date New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by 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 are generally authorized or such Option Closing Date, as the case may beobligated by law or executive order to close.

Delivery and Payment. The Shares Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersSecurities, with any transfer taxes thereon duly paid by the respective SellersCompany, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The the Depository Trust Company ("DTC"), ) for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares Securities shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares Securities shall be made at 9:00 A.M., New York City time, on ________February 22, 1998, 2000 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares Securities are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares Securities to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares Securities are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement Agreement, shall be delivered at the offices of Sidley & Austin, Bank One Plaza, 10 Sxxxx Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxxx, Chicago, Illinois 60606Xxxxxxxx 00000 (xxe "CLOSING LOCATION"), and the Shares shall Securities will be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Delivery by the Selling Stockholders to the Underwriters of the Firm Shares and payment by the Underwriters to the Selling Stockholders for the Firm Shares shall be represented made at 10:00 A.M., New York City time, on the third or fourth business day following the date this Agreement becomes effective unless otherwise permitted by definitive certificates the Commission pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Closing Date"), at such place outside the State of New York as you shall designate. The Closing Date and the location of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company and the Selling Stockholders. Delivery by certain Selling Stockholders to the Underwriters of any Additional Shares and payment by the Underwriters to certain Selling Stockholders for any Additional Shares to be purchased by the Underwriters shall be issued made at such place as you shall designate at 10:00 A.M., New York City time, on the date specified in such authorized denominations the exercise notice given by you pursuant to Section 2 (the "Option Closing Date"). The Option Closing Date and the location of delivery of and the form of payment for the Additional Shares may be varied by agreement between you and the Company and the Selling Stockholders. Certificates for the Shares shall be registered in such names and issued in such denominations by the Selling Stockholders as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you shall request no in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date (as defined below)Date, as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The Such certificates representing the Shares shall be made available to you by the Selling Stockholders for inspection not later than 9:30 A.M., New York City time, on the business day prior to next preceding the Closing Date or the applicable Option Closing Date, as the case may be. Certificates in definitive form evidencing the Shares shall be delivered to you by the Selling Stockholders on the Closing Date or the Option Closing Date, as the case may be, at with any transfer taxes thereon duly paid by the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment Selling Stockholders, for the Firm Shares shall be made at 9:00 A.M.respective accounts of the several Underwriters, New York City time, on ________, 1998, or such other time on against payment of the Purchase Price therefor by wire transfer of same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and day funds to the Company shall agree in writing. The time and date order of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beSelling Stockholders.

Delivery and Payment. (a) The Shares shall Securities to be purchased by each Underwriter hereunder will be represented by definitive certificates and shall global notes in book-entry form which will be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered deposited by or on behalf of the Sellers, Issuers with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("“DTC")”) or its designated custodian. The Issuers will deliver the Securities to Mxxxxx Sxxxxxx & Co. LLC, for the respective accounts account of the several Underwriterseach Underwriter, against payment to the Sellers by or on behalf of such Underwriter of the Purchase Price therefore purchase price therefor by wire transfer of Federal or other same day funds immediately available wired in New York City. The accordance with the written instructions of the Company, by causing DTC to credit the Notes to the account of Mxxxxx Sxxxxxx & Co. LLC at DTC, and the Issuers will cause the certificates representing the Shares shall Securities to be made available to Mxxxxx Sxxxxxx & Co. LLC for inspection not later than 9:30 A.M., New York City time, on the business day checking at least twenty-four hours prior to the Closing Date or the applicable Option Closing Date, as the case may be, Time of Delivery at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of delivery such deliveries and payment for the Firm Shares payments shall be made at 9:00 A.M.9:30 a.m., New York City time, on ________March 4, 1998, 2021 or such other time on the same or such other and date as Xxxxxxxxx, Lufkin Mxxxxx Sxxxxxx & Xxxxxxxx Securities Corporation Co. LLC and the Company shall Issuers may agree upon in writing. The Such time and date are herein called the “Time of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". Delivery.” (b) The documents to be delivered on at the Closing Date Time of Delivery by or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall 8 hereof, including, without limitation, the cross-receipt for the Notes and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at such time and date at the offices of Xxxxxxxx Cxxxxx Xxxxxx & XxxxxxRxxxxxx llp, 000 Xxxxx Xxxxxx Xxxxx30 Xxx Xxxx, ChicagoXxx Xxxx, Illinois 60606Xxx Xxxx 00000 or such other location as the parties mutually agree (the “Closing Location”), and the Shares shall Notes will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 6:00 p.m., New York City time (or such other time as the parties mutually agree), on the Closing Date New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by 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 are generally authorized or such Option Closing Date, as the case may beobligated by law or executive order to close.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, Sellers with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________November 24, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx & XxxxxxLLP, 000 Xxxxx Xxxxxx 0000 Xxxxxxxx, 00xx Xxxxx, ChicagoXxx Xxxx, Illinois 60606, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 199_ or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Gardere & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, L.L.P. and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares A global certificate for the Securities (the "Global Certificate") shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxxthe name of Cede & Co., Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf nominee of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment and issued not later than two full business days prior to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York CityClosing Date (as defined below) or, if applicable, each Option Closing Date (as defined below). The certificates representing the Shares Global Certificate shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable or, if applicable, each Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The Global Certificate, or other form agreed to in the alternative, evidencing the Securities, shall be delivered to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation through the facilities of DTC or the Designated Office on the Closing Date or, if applicable, each Option Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The time and date of delivery and payment for the Firm Shares Securities shall be made at 9:00 A.M., New York City time, on ________, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin Xxxxxx & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of such delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any the Additional Shares to be purchased by the Underwriters Securities shall be made at 9:00 A.M., New York City time, on such date or dates (each, an "Option Closing Date"), which may be the date same as the Closing Date, but shall in no event be earlier than the Closing Date, as shall be specified in the applicable exercise notice given by you pursuant to Section 2, or . Any such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Option Closing Date and the Company shall agree in writing. The time and date location of delivery of and the form of payment for any such Additional Shares are hereinafter referred to as Securities may be varied by agreement between you and the "Option Closing Date"Company. The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Suite 3000, Chicago, Illinois 60606, 60606 and the Shares Securities shall be delivered at the Designated Office, all on the Closing Date or such or, if applicable, the Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation shall request no later than lxxxx xxxx two business days businexx xxxx prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation through the facilities of The Depository Trust facilixxxx xx Xhe Depositoxx Xxxxx Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on __________, 1998, 1998 or such other time on the same or such other date as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation and the Company shall agree shxxx xxxxx in writing. The time Xxx xxme and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaldson, Lufkin & Xxxxxxxx Jenrette Securities Corporation and the Company shall agree shxxx xxxxx in writing. The time Xxx xxme and date of delivery and payment for any the Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx McDermott, Will & XxxxxxEmery, 000 Xxxxx Xxxxxx Xxxxx227 West Monroe Street, Suite 4400, Chicago, Illinois 60606Xxxxxxxx 60606 and xxx Shxxxx xxxxx xx xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxx, and the Shares shall be delivered at the Designated Office, all on the xxx xx xxe Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx 00xx Xxxxx, ChicagoXxxxxxx, Illinois 60606, Xxxxxxxxxx 00000-0000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional the Option Shares are hereinafter referred to as the an "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxx & Xxxx LLP, 00 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, Chicago, Illinois 60606, Xxxxxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Securities shall be represented by one or more definitive certificates and shall global Securities in book-entry form which will be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered deposited by or on behalf of the SellersTrust with The Depository Trust Company ("DTC") or its designated custodian. The Trust shall deliver the Securities, with any transfer taxes thereon duly paid by the respective SellersTrust, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), DTC for the respective accounts of the several Underwriters, against payment to the Sellers Trust of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The global certificates representing the Shares Securities shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares Securities shall be made at 9:00 A.M., New York City time, on ________February 22, 1998, 2000 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares Securities are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares Securities to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares Securities are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement Agreement, shall be delivered at the offices of Sidley & Austin, Bank One Plaza, 10 Sxxxx Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxxx, Chicago, Illinois 60606Xxxxxxxx 00000 (xxe "CLOSING LOCATION"), and the Shares shall Securities will be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on __________, 19982001, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Xxxxxxx & Xxxxxxxx & XxxxxxLLP, 000 Xxx Xxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxx, ChicagoXxx Xxxxxxxxx, Illinois 60606Xxxxxxxxxx 00000, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________May 23, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & XxxxxxXxxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, ChicagoXxxxx 0000, Illinois 60606Xxx Xxxx, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated DESIGNATED Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter herein referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter herein referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Browx & Xood LLP, One Xxxxx Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, ChicagoXxx Xxxx 00000, Illinois 60606, and xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 hereof or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement hereof shall be delivered at the offices of Xxxxxxxx Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606, and Xxx Xxxx 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxBear, Lufkin Xxxxxxx & Xxxxxxxx Securities Corporation Co. Inc. shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the SellersSelling Stockholders, with any transfer taxes thereon duly paid by the respective SellersSelling Stockholders, to XxxxxxxxxBear, Lufkin Xxxxxxx & Xxxxxxxx Securities Corporation Co. Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Selling Stockholders of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 10:00 A.M., New York City time, on ______[November __, 1998, ] or such other time on the same or such other date as XxxxxxxxxBear, Lufkin Xxxxxxx & Xxxxxxxx Securities Corporation Co. Inc. and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the Representatives pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxBear, Lufkin Xxxxxxx & Xxxxxxxx Securities Corporation Co. Inc. and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any an Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Cleary, Gottlieb, Xxxxx & XxxxxxXxxxxxxx, 000 Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxx, ChicagoXxx Xxxx, Illinois 60606Xxx Xxxx 00000, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. On the Closing Date and any Option Closing Date, simultaneously with (i) the purchase by the Underwriters of Firm Warrants or Additional Warrants and (ii) the payment by the Underwriters to the Company of the exercise price of $0.06439 per share (the "WARRANT EXERCISE PRICE"), the Underwriters will be deemed to have exercised such Firm Warrants or Additional Warrants and the Company will immediately issue to the Underwriters the related Firm Warrant Shares or Additional Warrant Shares, as the case may be. The Shares shall be delivered by or on behalf of the SellersSelling Stockholders, with any transfer taxes thereon duly paid by the respective SellersSelling Stockholders, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Selling Stockholders of the Share Purchase Price therefore therefor and the Warrant Purchase Price therefor, as applicable, and payment to the Company of the Warrant Exercise Price therefor, by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Securities and the Firm Warrant Shares shall be made at 9:00 A.M., New York City time, on ______February __, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Firm Securities and the Firm Warrant Shares are hereinafter herein referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Securities and Additional Warrant Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for any Additional Securities and Additional Warrant Shares are hereinafter herein referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx O'Melveny & XxxxxxXxxxx LLP, 000 Xxxxx Xxxxxx Xxxxx1999 Avenue of the Stars, ChicagoXxx Xxxxxxx, Illinois 60606, Xxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 19981999, or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Brobxxx, Xxleger & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606Harrxxxx XXX, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 199_ or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Brobxxx, Xxleger & XxxxxxHarrxxxx XXX, 000 Xxxxx Xxxxxx 1633 Xxxxxxxx, 00xx Xxxxx, ChicagoXxx Xxxx, Illinois 60606Xxx Xxxx, and 00000, xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & XxxxxxXxxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, ChicagoXxx Xxxx, Illinois 60606Xxx Xxxx, 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________December 8, 1998, 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company Sellers shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company Sellers shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Paul, Hastings, Janoxxxx & Xalkxx XXX, 399 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606, and Xxx Xxxx xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. (a) The Shares shall Securities to be purchased by each Underwriter hereunder will be represented by definitive certificates and shall global notes in book-entry form which will be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered deposited by or on behalf of the Sellers, Issuers with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("“DTC")”) or its designated custodian. The Issuers will deliver the Securities to Mxxxxx Sxxxxxx & Co. LLC, for the respective accounts account of the several Underwriterseach Underwriter, against payment to the Sellers by or on behalf of such Underwriter of the Purchase Price therefore purchase price therefor by wire transfer of Federal or other same day funds immediately available wired in New York Cityaccordance with the written instructions of the Company, by causing DTC to credit the Notes to the account of Mxxxxx Sxxxxxx & Co. LLC at DTC. The Issuers will cause the certificates representing the Shares shall Securities to be made available to Mxxxxx Sxxxxxx & Co. LLC for inspection not later than 9:30 A.M., New York City time, on the business day checking at least twenty-four hours prior to the Closing Date or the applicable Option Closing Date, as the case may be, Time of Delivery at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment for the Firm Shares shall be made at 9:00 A.M.9:30 a.m., New York City time, on ________December 16, 1998, 2019 or such other time on the same or such other and date as Xxxxxxxxx, Lufkin Mxxxxx Sxxxxxx & Xxxxxxxx Securities Corporation Co. LLC and the Company shall Issuers may agree upon in writing. The Such time and date are herein called the “Time of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". Delivery.” (b) The documents to be delivered on at the Closing Date Time of Delivery by or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall 8 hereof, including, without limitation, the cross-receipt for the Notes and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at such time and date at the offices of Xxxxxxxx Cxxxxx Xxxxxx & Rxxxxxx LLP, 80 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606Xxx Xxxx 00000 or such other location as the parties mutually agree (the “Closing Location”), and the Shares shall Notes will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 6:00 p.m., New York City time (or such other time as the parties mutually agree), on the Closing Date New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by 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 are generally authorized or such Option Closing Date, as the case may beobligated by law or executive order to close.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, Chicago, Illinois 60606, XX 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. (a) The Shares shall Securities purchased by each Underwriter hereunder will be represented by one or more definitive certificates and shall global Securities in book-entry form which will be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered deposited by or on behalf of the Sellers, Company with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("“DTC")”) or its designated custodian. The Company will deliver the Securities to the Representatives, for the respective accounts account of the several Underwriterseach Underwriter, against payment to the Sellers by or on behalf of such Underwriter of the Purchase Price therefore purchase price therefor by wire transfer of Federal or other federal (same-day) funds immediately available to the account specified by the Company to the Representatives at least forty-eight hours in New York Cityadvance, by causing DTC to credit the Securities to the account of the Representatives at DTC. The Company shall make one or more global certificates (collectively, the “Global Securities”) representing the Shares shall be made Securities available (including electronically) for inspection by the Representatives not later than 9:30 A.M.1:00 p.m., New York City time, on the business day prior to the Closing Date of Delivery and, on or prior to the applicable Option Closing DateDate of Delivery, the Company shall deliver the Global Securities to DTC or to the Trustee, acting as custodian for DTC, as the case may be, at the office of DTC or its designated custodian applicable (the "“Designated Office"”). The time and date of such delivery and payment for the Firm Shares shall be made at 9:00 A.M.2:00 p.m., New York City time, on ________November 25, 1998, 2015 or such other time on the same or such other and date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation the Representatives and the Company shall may agree upon in writing. The Such time and date are herein called the “Date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". Delivery”. (b) The documents to be delivered on at the Closing Date of Delivery by or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall 6 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 6 hereof, will be delivered at the offices of Xxxxxxxx & XxxxxxXxxxx Xxxxx LLP, 000 00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 6060660606 (the “Closing Location”), and the Shares shall Securities will be delivered at the Designated Office, all on at the Closing Date or such Option Closing Date, as the case may beof Delivery.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxBear, Lufkin Steaxxx & Xxxxxxxx Securities Corporation Xo. Inc. shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxBear, Lufkin Steaxxx & Xxxxxxxx Securities Corporation Xo. Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ______April __, 1998, 1998 or such other time on the same or such other date as XxxxxxxxxBear, Lufkin Steaxxx & Xxxxxxxx Securities Corporation Xo. Inc. and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the U.S. Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the U.S. Representatives pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxBear, Lufkin Steaxxx & Xxxxxxxx Securities Corporation Xo. Inc. and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Skadden, Arps, Slate, Meagxxx & Xlom XXX, 919 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, ChicagoXxx Xxxx, Illinois 60606, and 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & XxxxxxXachxxxxx, 000 Xxxxx Xxxxxx XXP., 155 Xxxxxxxxxxxx Xxxxx, ChicagoXxxxx Xxxx, Illinois 60606Xxxxxxxxxx 00000, and xxd the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ____April ____, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, Chicago, Illinois 60606, Xxxxxxxxxxxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on _____May ___, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx & XxxxxxLLP, 000 Xxxxx Xxxxxx Xxxxx0000 Xxxxxxxx, ChicagoXxx Xxxx, Illinois 60606, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 11:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & XxxxxxXxxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, ChicagoXxx Xxxx, Illinois 60606, XX 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ______May __, 1998, 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the Chicago offices of Xxxxxxxx Skadden, Arps, Slate, Meagxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, Xlom XXX and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional the Option Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & XxxxxxXxxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, ChicagoXxxxx 0000, Illinois 60606Xxx Xxxx, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Payment for the Securities shall be represented made by definitive certificates and the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days noon on the Business Day prior to the Closing Date date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the applicable Option Closing Date same or such other date, not later than the third Business Day (as defined below)) thereafter, as the case Agents and the Company may beagree in writing). The Shares time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”. Payment for the Securities shall be delivered by or on behalf made against delivery to the nominee of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), depositary specified in Schedule I hereto for the respective accounts of the several UnderwritersAgents of one or more global notes (the “Global Notes”) representing the Securities, against payment with any stamp or transfer taxes payable in connection with the transfer to the Sellers purchasers of the Purchase Price therefore Securities duly paid by wire transfer of Federal or other funds immediately available in New York Citythe Company. The certificates representing the Shares shall Global Notes will be made available for inspection by the Agents at the office of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 not later than 9:30 A.M., New York City 3:00 p.m. Toronto time, on the business day Business Day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment In return for the Firm Shares shall be made at 9:00 A.M.Agents’ services in acting as financial advisors to the Company, New York City timein assisting in the preparation of the Preliminary Supplement and the Final Supplement (and any Prospectus amendments), on ________, 1998, or such other time in advising on the same or such final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other date as Xxxxxxxxxregistered dealers and brokers, Lufkin & Xxxxxxxx Securities Corporation and in performing administrative work in connection with the distribution of the Securities, the Company shall agree in writing. The time and date of delivery and payment for agrees to pay to the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made Agents at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf a fee of $3.70 per $1,000 principal amount of the parties hereto pursuant Securities actually sold. RBC Dominion Securities Inc. and TD Securities Inc. shall each be entitled to Section 9 receive 3% of this Agreement the aggregate fee paid by the Company (the “Fee”), and thereafter each Agent (including RBC Dominion Securities Inc. and TD Securities Inc.) shall be delivered at entitled to receive that proportion of the offices remainder of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at Fee equal to the Designated Office, all on the Closing Date or such Option Closing Date, as the case may bepercentage listed opposite its name in Schedule II.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on _____October ___, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxxx & Xxxxx L.L.P., 000 Xxxxxx, 000 Xxxxx Xxxxxx XxxxxSuite 4200, ChicagoHouston, Illinois 60606, Texas 77002 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore therefor and delivery by the several Underwriters of the related Deposit Amount by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares and the related Deposit Amount shall be made at 9:00 A.M.a.m., New York City time, on ________May 4, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares and the related Deposit Amount are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters and the delivery of the related Deposit Amount shall be made at 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares and the related Deposit Amount are hereinafter referred to as the an "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxxx, Lufkin & Xxxxxxxx Securities XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION XXXXXXX XXXXX & CO. BEAR, XXXXXXX & CO., INC. BANCBOSTON XXXXXXXXX XXXXXXXX INC. XXXXX SECURITIES INC. April 28, 1999 Page 7 Corporation, 000 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, ChicagoXxx Xxxx 00000, Illinois 60606Attention: Syndicate Department, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf Underwriters of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the -------------------- Firm Shares shall be made at 9:00 A.M., [New York City City] [Atlanta] time, on ______May __, 19981997 (the "Closing Date"), at the offices of [Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10022][Xxxxxxxxxx Xxxxxxxx LLP at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000], or at such other time on the same or such other date place as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you [and the Company Company] shall agree in writingdesignate. The time Closing Date and date the location of delivery of and the form of payment for the Firm Shares are hereinafter referred may be varied by agreement between you and the Sellers. Delivery to as the "Closing Date". The time and date Underwriters of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at such place as you shall designate at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the 2 (an "Option Closing Date"). The documents Any such Option Closing Date and the location of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such an Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. Certificates in definitive form evidencing the Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the respective Sellers, for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". ." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Corporation, the Company and the Company Selling Stockholders shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Ltd., 00 X. Xxxxxx XxxxxDrive, Suite 2900, Chicago, Illinois 60606, 60606 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ______March __, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". ." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & XxxxxxXxxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, ChicagoXxx Xxxx, Illinois 60606Xxx Xxxx, 00000, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx & LLP, 000 Xxxxxxxx Xxxxxx, 000 Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attn: Xxxxxx Xxxxx, Chicago, Illinois 60606, X. Xxxxxx and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin Xxxxxx & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the applicable Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M.9:30 a.m., New York City time, on ____________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Initial Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M.9:30 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares Shares, if not the Initial Closing Date, are hereinafter referred to as the an "Option Closing Date". The Initial Closing Date and each Option Closing Date are each hereinafter referred to as a "Closing Date". The documents to be delivered on the Closing Date or any Option each Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx & XxxxxxLLP, 000 Xxxxx Xxxxxx XxxxxTwo Embarcadero Place, Chicago0000 Xxxx Xxxx, Illinois 60606Xxxx Xxxx, XX 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option applicable Closing Date, as the case may be.

Delivery and Payment. (a) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and Signature Bank, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow account (the “Escrow Account”) will be established for the benefit of the Company and the Purchasers. Prior to the completion of the purchase and sale of the Shares pursuant to this Agreement and the Subscription Agreements (the “Closing”), each such Purchaser shall deposit into the Escrow Account an amount equal to the product of (x) the number of Shares such Purchaser has agreed to purchase and (y) the purchase price per Shares as set forth in the Subscription Agreements (the “Purchase Amount”). The aggregate of such Purchase Amounts is herein referred to as the “Escrow Funds.” On the Closing Date, upon satisfaction or waiver of all of the conditions to Closing, the Escrow Agent will disburse the Escrow Funds to the Company and the Placement Agent as provided in the Escrow Agreement and Section 2(e) above, and the Company shall cause the Shares to be delivered to the Purchasers. (b) Subject to the terms and conditions hereof, delivery of the Shares shall be represented made by definitive certificates the Company to the Purchasers, and payment of the purchase price shall be issued made by the Purchasers, at the office of Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx & Xxxxx P.C., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 (or at such other place as agreed upon by the Placement Agent and the Company), at 10:00 a.m., New York City time, on or before [date], 2015 or at such time on such other date as may be agreed upon in such authorized denominations writing by the Company and registered Alexander Capital but in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days event prior to the Closing Date or date on which the applicable Option Closing Date Escrow Agent shall have received all of the Escrow Funds (as defined below), such date of delivery and payment is hereinafter referred to as the case may be“Closing Date”). The Shares shall be delivered by or on behalf of the Sellersdelivered, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC")Company, for the respective accounts of the several Underwritersto such persons, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares and shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date registered in such name or the applicable Option Closing Datenames and shall be in such denominations, as the case Placement Agent may be, request by written notice to the Company at least one business day before the office of DTC or its designated custodian (the "Designated Office")Closing Date. The time cost of original issue tax stamps and date other transfer taxes, if any, in connection with the issuance and delivery of delivery and payment for the Firm Shares by the Company to the respective Purchasers shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased borne by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beCompany.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx & Hale xxx Dorr XXX, 60 Sxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, ChicagoXxxxxxxxxxxxx, Illinois 60606, and 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the SellersCompany, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & Bird LLP, 0000 X. Xxxxxxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxxx, Chicago, Illinois 60606, Xxxxxxx 00000-0000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on _____March ___, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx____________________, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606[ADDRESS OF CLOSING LOCATION], and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two (2) business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellerspaid, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on April ________, 1998, _ 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". ." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional the Option Shares are hereinafter referred to as the an "Option Closing Date". ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective SellersCompany, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ____June ____, 1998, 1998 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". CLOSING DATE." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". OPTION CLOSING DATE." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Alstxx & Xird LLP, 1201 Xxxx Xxxxxxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxxx, Chicago, Illinois 60606, and Xxxxxxx 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxxx, Lufkin & Xxxxxxxx & Securities Corporation, 000 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, ChicagoXxx Xxxx 00000, Illinois 60606Attention: Syndicate Department, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Delivery of the Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior made to the Closing Date or Underwriters for the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf account of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation each Underwriter in book-entry form through the facilities of The Depository Trust Company ("“DTC"), for the respective accounts ”) against payment of the several Underwriters, against payment to the Sellers of the Purchase Price therefore purchase price therefor by such Underwriter or on its behalf by wire transfer in same day funds to the Company or its order at the office of Federal or other funds immediately available in Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York Cityor at such other location as the parties may agree. Such delivery of the Securities and payment of the purchase price thereof shall be made at 10:00 a.m. (New York City time), on the fourth business day following the date of this Agreement or at such time on such other date as may be agreed upon by the Company and the Representatives (as hereinafter defined) (such date is hereinafter referred to as the “Closing Date”). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global notes, which will be deposited with the Trustee as custodian for DTC. The certificates for the global notes representing the Shares shall Securities will be made available for inspection examination by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, as representatives of the Underwriters (the “Representatives”), in New York City not later than 9:30 A.M., 10:00 a.m. (New York City time, ) on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time cost of original issue tax stamps, if any, in connection with the issuance and date sale of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and by the Company shall agree in writing. The time and date of delivery and payment for to the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the respective Underwriters shall be made at 9:00 A.M., New York City time, on borne by the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingCompany. The time Company will pay and date hold each Underwriter and any subsequent holder of delivery the Securities harmless from any and payment for all liabilities with respect to or resulting from any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be delivered on payable in connection with the Closing Date original issuance or any Option Closing Date on behalf sale to such Underwriter of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beSecurities.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M.a.m., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M.a.m., New York City time, on [________], 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". ." The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing Date". ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxxx, Lufkin & Xxxxxxxx & Securities Corporation, 000 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, ChicagoXxx Xxxx 00000, Illinois 60606Attention: Syndicate Department, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares A global certificate for the Securities (the "Global Certificate") shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxxthe name of Cede & Co., Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf nominee of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment and issued not later than two full business days prior to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York CityClosing Date (as defined below) or, if applicable, each Option Closing Date (as defined below). The certificates representing the Shares Global Certificate shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable or, if applicable, each Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The Global Certificate, or other form agreed to in the alternative, evidencing the Securities, shall be delivered to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of DTC or the Designated Office on the Closing Date or, if applicable, each Option Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The time and date of delivery and payment for the Firm Shares Securities shall be made at 9:00 A.M., New York City time, on ________, 1998, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of such delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any the Additional Shares to be purchased by the Underwriters Securities shall be made at 9:00 A.M., New York City time, on such date or dates (each, an "Option Closing Date"), which may be the date same as the Closing Date, but shall in no event be earlier than the Closing Date, as shall be specified in the applicable exercise notice given by you pursuant to Section 2, or . Any such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Option Closing Date and the Company shall agree in writing. The time and date location of delivery of and the form of payment for any such Additional Shares are hereinafter referred to as Securities may be varied by agreement between you and the "Option Closing Date"Company. The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Suite 3000, Chicago, Illinois 60606, 60606 and the Shares Securities shall be delivered at the Designated Office, all on the Closing Date or such or, if applicable, the Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx & XxxxxxVenture Law Group, 000 a Professional Corporation, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxxxx XxxxxXxxx, Chicago, Illinois 60606Xxxxxxxxxx 00000, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two full business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the SellersSelling Stockholders, with any transfer taxes thereon duly paid by the respective SellersSelling Stockholders, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Selling Stockholders of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ______May __, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you and the Company shall agree in writing. The time and date of delivery and payment for any Additional the Option Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & XxxxxxXxxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, ChicagoXxx Xxxx, Illinois 60606, Xxx Xxxx 00000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin Xxxxxx & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment on the Closing Date or on an Option Closing Date, as the case may be, to the Sellers Company of the Purchase Price therefore therefor by wire transfer of Federal or other funds immediately available in New York CityCity to the account specified by the Company at least three business days prior to the Closing Date. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 19982000, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". ." The time and date of delivery and payment for any Additional Shares to be purchased by the U.S. Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for of any Additional Shares are hereinafter referred to as the an "Option Closing Date". ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx O'Melveny & Xxxxx LLP, 000 00xx Xxxxxx, X.X., Xxxxx 000 Xxxxx Xxxxxx XxxxxXxxx, ChicagoXxxxxxxxxx, Illinois 60606X.X., 00000-0000 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation DLJ and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the an "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx Xxxxxx White & XxXxxxxxx LLP, 000 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxSan Francisco, Chicago, Illinois 60606, California 94104 and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates (a) Delivery of and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), payment for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares Firm Securities shall be made available for inspection not later than 9:30 at the office of Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 or through the faxxxxxxxx xx xxx Xxxxxxxxxx Xxxxx Xxxxxxx xx xxother mutually agreeable facility, at 9:00 A.M., New York City time, on March 30, 2004 (the "Closing Date"). The place of closing for the Firm Securities and the Closing Date may be varied by agreement between you and the Fund. (b) Delivery of and payment for the Option Securities (if the option provided for in Section 3(b) hereof shall have been exercised) shall be made at the aforementioned office of Citigroup Global Markets Inc., or through the facilities of the Depository Trust Company or another mutually agreeable facility, at such time on such date (an "Option Closing Date"), which may not be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than two nor later than three business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Fund of the Underwriters' determination to purchase a number, specified in said notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Fund. (c) The Firm Securities and any Option Securities shall be registered in such names and in such denominations as you shall request prior to 1:00 P.M., New York City time, (i) in respect of the Firm Securities, on the second business day prior preceding the Closing Date and (ii) in respect of Option Securities, on the day of the giving of the written notice in respect of such Option Securities. The Firm Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, at through the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf facilities of the parties hereto pursuant Depository Trust Company or another mutually agreeable facility, against payment of the purchase price therefor in immediately available funds to Section 9 the order of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beFund.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, or cause the Shares shall to be delivered by or on behalf of the Sellers, credited with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares firm shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional the Option Shares are hereinafter referred to as the an "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement agreement shall be delivered at the offices of Xxxxxxxx Xxxxxx & Xxxxxxx, 000 Xxxxxxxxxx Xxxxxx, 000 Suite 1900, San Francisco, California 94111, Attention: Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606X. Xxxxxxxx, and the Shares shall be delivered at the Designated Officeoffice of DTC or its designated custodian, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior Delivery to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf Underwriters of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on __________ , 19981998 (the "CLOSING DATE") at the offices of Xxxxxxx, Phleger & Xxxxxxxx, LLP, 2200 Geng Road, Xxx Xxxxxxxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, or such other time on the same or such other date place as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation you shall designate. The Closing Date and the Company shall agree in writing. The time and date location of delivery of and payment for the Firm Shares are hereinafter referred may be varied by agreement between you and the Company. Delivery to as the "Closing Date". The time and date Underwriters of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at such place as you shall designate at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 22 (an "OPTION CLOSING DATE"). Any such Option Closing Date and the location of delivery of and payment for such Additional Shares may be varied by agreement between you and the Company. The Company authorizes DLJ to register the Shares in the name of Cede & Co., a nominee of the Depositary Trust Company ("DTC") or such other time on the same or such other date name as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company DLJ shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred determine prior to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such an Option Closing Date, as the case may be. On the Closing Date or the applicable Option Closing Date, as the case may be, with any transfer tax thereon duly paid by the Sellers against payment to the Sellers by the several Underwriters of the Purchase Price for the Shares in same day funds, the Company will cause DTC to credit the Shares to the account of Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation at DTC for the benefit of the several Underwriters. The Shares shall be made available to DLJ for inspection not later than 9:30 a.m., New York City time, on the business day immediately preceding the Closing Date.

Delivery and Payment. (a) The Shares shall Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive certificates and shall global Securities in book-entry form which will be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered deposited by or on behalf of the Sellers, Company with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("“DTC")”) or its designated custodian. The Company and the Guarantors will deliver the Securities to UBS Securities LLC, for the respective accounts account of the several Underwriterseach Underwriter, against payment to the Sellers by or on behalf of such Underwriter of the Purchase Price therefore purchase price therefor by wire transfer of Federal or other funds immediately available in New York Citysame day funds, by causing DTC to credit the Securities to the account of UBS Securities LLC at DTC. The Company and the Guarantors will cause the global certificates representing the Shares shall Securities to be made available to the Representatives for inspection not later than 9:30 A.M., New York City time, on the business day checking at least twenty-four hours prior to the Closing Date or the applicable Option Closing Date, Time of Delivery (as the case may be, defined below) at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment for the Firm Shares shall be made at 9:00 A.M.9:30 a.m., New York City time, on ________October 15, 1998, 2003 or such other time on the same or such other and date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation the Company and the Company shall Representatives may agree upon in writing. The Such time and date are herein called the “Time of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". Delivery”. (b) The documents to be delivered on at the Closing Date Time of Delivery by or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(m) hereof, will be delivered at such time and date at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx & LLP, 000 Xxxxxxxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxx Xxxx, Chicago, Illinois 60606Xxx Xxxx 00000 (the “Closing Location”), and the Shares shall Securities will be delivered at the Designated Office, all at the Time of Delivery. A pre-closing meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the Closing Date business day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. The term “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 such Option Closing Date, as the case may beobligated by law or executive order to close.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 10:00 A.M., New York City time, on ________, 1998, _ 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional the Option Shares are hereinafter referred to as the an "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, 000 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx Xxxxxx, XX 00000, Attn: Xxxxxxx X. Xxxxx, Chicago, Illinois 60606Esq., and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares Delivery of the Initial Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior made to the Closing Date or Underwriters for the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf account of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation each Underwriter in book-entry form through the facilities of The Depository Trust Company ("“DTC"), for the respective accounts ”) against payment of the several Underwriters, against payment to the Sellers of the Purchase Price therefore purchase price therefor by such Underwriter or on its behalf by wire transfer in same day funds to the Company or its order at the office of Federal or other funds immediately available in Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York Cityor at such other location as the parties may agree. Such delivery of the Initial Securities and payment of the purchase price thereof shall be made at 10:00 a.m. (New York City time), on the seventh business day following the date of this Agreement or at such time on such other date as may be agreed upon by the Company and the Representatives (such date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities, payments of the purchase price for and delivery of such Option Securities shall be made at the office of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York, or at such other location as the parties may agree, on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global notes, which will be deposited with the Trustee as custodian for DTC. The certificates for the global notes representing the Shares shall Securities will be made available for inspection examination by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and Xxxxx Fargo Securities, LLC, as representatives of the Underwriters (the “Representatives”), in New York City not later than 9:30 A.M., 10:00 a.m. (New York City time, ) on the business day prior to the Closing Date or the applicable Option Closing Delivery Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time cost of original issue tax stamps, if any, in connection with the issuance and date sale of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and by the Company shall agree in writing. The time and date of delivery and payment for to the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the respective Underwriters shall be made at 9:00 A.M., New York City time, on borne by the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writingCompany. The time Company will pay and date hold each Underwriter and any subsequent holder of delivery the Securities harmless from any and payment for all liabilities with respect to or resulting from any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be delivered on payable in connection with the Closing Date original issuance or any Option Closing Date on behalf sale to such Underwriter of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may beSecurities.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the SellersCompany, with any transfer taxes thereon duly paid by the respective SellersCompany, to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on [________], 1998, 1999 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing DateCLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing DateOPTION CLOSING DATE". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx Testx, Xxrwxxx & Xhibxxxxx, XXP, High Street Tower, 125 Xxxx Xxxxxx, 000 Xxxxx Xxxxxx XxxxxXxxxxx, Chicago, Illinois 60606, and Xxxxxxxxxxxxx 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XxxxxxxxxDonaxxxxx, Lufkin Xxfkxx & Xxxxxxxx Securities Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective SellersSellers (provided, however, that you shall pay the New York State stock transfer tax, and if you have promptly and properly filed all necessary notices and reports with respect thereto to obtain a rebate for such tax payment, the Sellers shall reimburse you for associated carrying costs if such tax payment is not rebated on the date of payment and for any portion of such tax payment not rebated), to XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on _____January ___, 1998, 1998 or such other time on the same or such other date as XxxxxxxxxDonaxxxxx, Lufkin Xxfkin & Xxxxxxxx Securities Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date". The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.referred

Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares Company shall be delivered by or on behalf of deliver the SellersShares, with any transfer taxes thereon duly paid by the respective SellersCompany, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as writing (the "Closing Date"). The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2, 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the writing (an "Option Closing Date"). The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 8 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxxx Coie LLP, 0000 X.X. Xxxxx Xxxxxx, 000 Xxxxx Xxxxxxxx, Xxxxxx Xxxxx, Chicago, Illinois 60606, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.