Delivery of and Payment for Shares. (a) Delivery of certificates for the Firm Shares to be purchased by the Underwriters from the Company and payments therefore shall be made at the offices of Capital Growth Financial, Inc. (or such other place as mutually may be agreed upon), on the third full Business Day following the date hereof or, if the pricing of the Firm Shares occurs after 4:30 p.m., Florida time, on the fourth full Business Day thereafter, or at such other date as shall be determined by the Representative and the Company (the “First Closing Date”).
(b) The option to purchase Option Shares granted in Section 2 of this Agreement may be exercised during the term thereof by written notice to the Company from the Representative. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representative, when the Option Shares are to be delivered (the “Option Closing Date”). Delivery and payment for such Option Shares is to be at the offices set forth above for delivery and payment of the Firm Shares. The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”
(c) Delivery of certificates for the Shares shall be made by or on behalf of the Company to the Representative, for the respective accounts of the Underwriters, against payment by the Representative, for the several accounts of the Underwriters, of the purchase price therefore by (i) federal funds wire transfer; or (ii) certified or official bank check payable in next day funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a location in [____________] as may be designated by the Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.
Delivery of and Payment for Shares. Delivery of certificates for the Shares to be purchased by the Underwriters hereunder shall be made against payment therefor by, at your election, certified or official bank check or checks drawn upon or by a New York Clearing House bank or by wire transfer, in either case payable in same-day funds to the order of the Company. Such delivery and payment with respect to the Firm Shares shall be made at 7:00 A.M., Pacific standard time, at the offices of Xxxxxxx Coie, 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 (or such other place as mutually may be agreed upon), on the third full Business Day or at such other date as shall be determined by you and the Company (the "First Closing Date"). With respect to Option Shares, such delivery and payment shall be made at the time and on the date specified by you in the written notice given by you of the Underwriters' election to purchase the Option Shares, or such other time and date as you and the Company may agree upon in writing, such time and date being referred to herein as the "Option Closing Date." Such certificates will be made available for checking and packaging at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be, at a location as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates."
Delivery of and Payment for Shares. Delivery of certificates for the Firm Shares and certificates for the Option Shares, if the option to purchase the same is exercised on or before the second Business Day (as defined herein) prior to the First Closing Date (as defined herein), to be purchased by the Underwriters from the Company shall be made through the facilities of the Depository Trust Company ("DTC") (including without limitation, by "full fast" electronic transfers through DTC) to Lehmxx Xxxthers Inc. for the respective accounts of the Underwriters, at 10:00 a.m., New York City time, on the fourth full Business Day following the date hereof or at such other date as shall be determined by you and the Company (the "First Closing Date"). For purposes of this Agreement, "Business Day" means any day on which the New York Stock Exchange is open for trading.
Delivery of and Payment for Shares. At the closing hereunder, FSA will deliver, or cause to be delivered to WMIG, the Shares, registered in the name of WMIG or its nominee, and WMIG shall simultaneously deliver to FSA immediately available funds in an amount equal to the Aggregate Purchase Price.
Delivery of and Payment for Shares. (a) Delivery of certificates for the Firm Shares and certificates for the Option Shares, if the option to purchase the same is exercised on or before the third Business Day (as defined below) prior to the Closing Date to be purchased by the Underwriters from the Company and the Selling Stockholders and payments therefor shall be made at the offices of Ater Wynnx Xxxxxx Xxxxxx & Xkerxxxx, XXP, 222 X.X. Xxxxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx 00000 (xx such other place as mutually may be agreed upon), at 10:00 a.
Delivery of and Payment for Shares. At the Closing, FSA will deliver, or cause to be delivered to XL, the Shares, registered in the name of XL or its designee, and XL shall simultaneously deliver to FSA immediately available funds in an amount equal to the Aggregate Purchase Price.
Delivery of and Payment for Shares. Delivery of certificates for the ---------------------------------- Firm Shares to be purchased by the Underwriters
Delivery of and Payment for Shares. Delivery of and payment for the Stock shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the first full business day following the date of this Agreement or at such later date as shall be determined by agreement between you and the Company. This date and time are referred to herein as the "Delivery Date." On the Delivery Date the Company shall deliver or cause to be delivered the certificate representing the Stock to you against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of your obligation
Delivery of and Payment for Shares. (a) As of the Effective Time, (i) each Share and each Preferred Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the consideration set forth in Section 1.5 and (ii) all such issued and outstanding Shares and Preferred Shares shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented such Shares and Preferred Shares (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive such portion of the consideration into which such Shares and Preferred Shares have been converted as a result of the Merger upon surrender of such Certificate in accordance with this Section 2.2. Simultaneously with the Closing, Purchaser shall pay (or shall cause Sub to pay) to each Stockholder who delivers to Purchaser on or before the Closing his, her or its Certificates, together with a duly executed letter of transmittal substantially in the form of Exhibit A hereto, the aggregate consideration payable in respect of such issued and outstanding Shares and Preferred Shares held by such Stockholder, less the Per Share Holdback Amount associated with such Shares or Preferred Shares and less applicable withholding taxes, to an account designated by such Stockholder prior to the Closing by wire transfer in immediately available funds. From and after the Closing, upon surrender of a Certificate for cancellation to the Surviving Corporation, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive from the Surviving Corporation and Purchaser, jointly and severally, in exchange therefor, cash which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all such issued and outstanding Shares and Preferred Shares then held by such holder under all such Certificates so surrendered.
(b) Simultaneously with the Closing, Purchaser will cause the Indemnification Holdback Amount to be deposited into the Indemnification Escrow Account.
(c) Simultaneously with the Closing, Purchaser will cause the Closing Adjustments Holdback Amount to be deposited into the Closing Adjustments Holdback Escrow Account.
Delivery of and Payment for Shares. Delivery of certificates for the Shares shall be made at the offices of Lehmxx Xxxthers Inc. (or such other places as may be mutually agreed upon), at 10:00 A.M., Eastern Standard time, on the third full Business Day following the date of this Agreement or on such later date as shall be determined by you and Allied Capital (the "Closing Date"). Delivery of certificates for the Shares shall be made by or on behalf of Allied Capital to you, for the account of the Underwriter, against payment of the purchase price therefor by certified or official bank checks payable in New York Clearing House funds to the order of and in the respective amounts owing to Allied Capital or, if the day following the Closing Date is not a Business Day, by Federal Funds (immediately available funds). The certificates for the Shares shall be registered in such names and denominations as you shall have requested at least two full Business Days prior to the Closing Date, and shall be made available for checking and packaging in New York, New York or such other location as may be designated by you at least one full Business Day prior to the Closing Date. Time shall be of the essence, and delivery of certificates for the Shares at the time and place specified in this Agreement is a further condition to the obligations of the Underwriter.
