Common use of Delivery of and Payment for the Shares Clause in Contracts

Delivery of and Payment for the Shares. (a) The Firm Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered, in such names as the Representatives may request upon at least forty-eight (48) hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by a wire transfer of immediately available funds to an account designated by the Company. The Company will cause the certificates representing the Firm Shares to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Date (as defined below) with respect thereto at the office of Xxxxxx, Xxxxx Xxxxx, Incorporated, 0000 Xxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000 or such other location as the Representatives may designate (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., Washington, DC time, on ___________, 1998 or such other time and date as the Representatives and the Company may agree. Such time and date for delivery of the Firm Shares is herein called the "Closing Date". (b) Delivery of and payment for any Optional Shares to be purchased by each Underwriter pursuant hereto shall be made at the Designated Office at 10:00 a.m., Washington, DC time, on the date specified by the Representatives in the written notice of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree. Payment of the purchase price for the Optional Shares shall be made by the Underwriters by a wire transfer of immediately available funds to an account designated by the Selling Shareholder. Such time and date for delivery of Optional Shares, if not the Closing Date, is herein called the "Option Closing Date". (c) The documents to be delivered on the Closing Date or any Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Shares and any additional documents requested by the Underwriters, will be delivered at the offices of Xxxxxxx, Baetjer & Xxxxxx, LLP, 1800 Mercantile Bank & Trust Building, 0 Xxxxxxx Xxxxx, Baltimore, Maryland 21201, or such other location as the Representatives may designate (the "Closing Location"), and the Shares will be delivered at the Designated Office, on the Closing Date or the Option Closing Date, as the case may be. (d) A meeting will be held at the Closing Location at 2:00 p.m., Washington, DC time, on the business day next preceding Closing Date or any Option Closing Date, as the case may be, or at such other time as is mutually agreed upon by the parties hereto, at which meeting the final drafts of the documents to be delivered pursuant to the preceding paragraph will be available for review by the parties hereto.

Delivery of and Payment for the Shares. (a) The Firm Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered, in such names as the Representatives may request upon at least forty-eight (48) hours hours' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representatives, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by a wire transfer of immediately available funds to an account designated by the Companyin Federal (same day) funds. The Company will cause the certificates representing the Firm Shares to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Date (as defined below) with respect thereto at the office of Xxxxxx, Xxxxx Xxxxx, Incorporated, 0000 Xxx Xxxxxx, XXX.X., Xxxxxxxxxx, X.X. 00000 or such other location as the Representatives may designate (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 ______ o'clock a.m., Washington, DC time, on ______________, 1998 1997 or such other time and date as the Representatives and the Company may agree. Such time and date for delivery of the Firm Shares is herein called the "Closing Date.". (b) Delivery any payment of and payment for any Optional Shares to be purchased by each Underwriter pursuant hereto shall be made at the Designated Office at 10:00 _____ o'clock a.m., Washington, DC time, on the date specified by the Representatives in the written notice of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree. Payment of the purchase price for the Optional Shares shall be made by the Underwriters by a wire transfer of immediately available funds to an account designated by the Selling Shareholder. Such time and date for delivery of Optional Shares, if not the Closing Date, is herein called the "Option Closing Date.". (c) The documents to be delivered on at the Closing Date or any Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Shares and any additional documents requested by the Underwriters, will be delivered at the offices of Xxxxxxx, Baetjer & Xxxxxx, LLP, 1800 Mercantile Bank & Trust Building, 0 Xxxxxxx Xxxxx, Baltimore, Maryland 21201, or such other location as the Representatives may designate (the "Closing Location"), and the Shares will be delivered at the Designated Office, on the Closing Date or the Option Closing Date, as the case may be. (d) A meeting will be held at the Closing Location at 2:00 p.m., Washington, DC time, on the business day next preceding Closing Date or any Option Closing Date, as the case may be, or at such other time as is mutually agreed upon by the parties hereto, at which meeting the final drafts of the documents to be delivered pursuant to the preceding paragraph will be available for review by the parties hereto.to

Delivery of and Payment for the Shares. (a) The Firm Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered, in such names as the Representatives may request upon at least forty-eight (48) hours hours' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representatives, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by a wire transfer of immediately available funds to an account designated by the Companyin Federal (same day) funds. The Company will cause the certificates representing the Firm Shares to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Date (as defined below) with respect thereto at the office of XxxxxxFerris, Xxxxx XxxxxBaker Watts, IncorporatedIncorporatex, 0000 Xxx XxxxxxXtxxxx, XXN.W., XxxxxxxxxxWashingtxx, X.X. 00000 or such other location as the Representatives xx xxxx xxxxx xxxxxxxx xx xxx Xepresentatives may reasonably designate (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 ______ o'clock a.m., Washington, DC time, on ______________, 1998 1997 or such other time and date as the Representatives and the Company may agree. Such time and date for delivery of the Firm Shares is herein called the "Closing Date.". (b) Delivery of and payment for of any Optional Shares to be purchased by each Underwriter pursuant hereto shall be made at the Designated Office at 10:00 _____ o'clock a.m., Washington, DC time, on the date specified by the Representatives in the written notice of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree. Payment of the purchase price for the Optional Shares shall be made by the Underwriters by a wire transfer of immediately available funds to an account designated by the Selling Shareholder. Such time and date for delivery of Optional Shares, if not the Closing Date, is herein called the "Option Closing Date.". (c) The documents to be delivered on at the Closing Date or any Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Shares and any additional documents requested by the Underwriters, Underwriters will be delivered held at the offices of XxxxxxxVenable, Baetjer Baetjer, Howard & XxxxxxCiviletti, LLP, 1800 Mercantile Bank & Trust Building1201 Xxx Xork Avenue, 0 NW, Washxxxxxx, XX 00000 (xxx "Xxxxxxx Xxxxx, Baltimore, Maryland 21201, or such other location as the Representatives may designate (the "Closing LocationXxxxxxxx"), and the xxx xhe Shares will be delivered at the Designated Office, on the Closing Date or the Option Closing Date, as the case may be. (d) A meeting will be held at the Closing Location at 2:00 p.m., Washington, DC D.C. time, on the business day next preceding Closing Date or any Option Closing Date, as the case may be, or at such other time as is mutually agreed upon by the parties hereto, at which meeting the final drafts of the documents to be delivered pursuant to the preceding paragraph will be available for review by the parties hereto.

Delivery of and Payment for the Shares. Delivery of and payment for the Firm Shares shall be made at the offices of [Stibbe Simont Monaxxx Xxxot, Amsterdam], at [time], on the [fourth] full business day following the Date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, (a) The Firm Shares with respect to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered, in such names as the Representatives may request upon at least forty-eight (48) hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by a wire transfer of immediately available funds to an account designated by the Company. The Company will cause the certificates representing the Firm Shares to be made available for checking and packaging at least twenty-four (24) hours prior to sold by the Closing Date (as defined below) with respect thereto at the office of Xxxxxx, Xxxxx Xxxxx, Incorporated, 0000 Xxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000 or such other location as the Representatives may designate (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., Washington, DC time, on ___________, 1998 or such other time and date as the Representatives Company and the Company may agree. Such time and date for delivery of the Firm Shares is herein called the "Closing Date". (b) Delivery of and payment for any Optional Shares to be purchased by each Underwriter pursuant hereto shall be made at the Designated Office at 10:00 a.m., Washington, DC time, on the date specified by the Representatives in the written notice of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree. Payment of the purchase price for the Optional Shares shall be made by the Underwriters by a wire transfer of immediately available funds to an account designated by the Selling Shareholder. Such time and date for delivery of Optional Shares, if not the Closing Date, is herein called the "Option Closing Date". (c) The documents Shareholders to be delivered in the form of Ordinary Shares, the Company and the Custodian, on behalf of the Closing Date Selling Shareholders, shall deliver or any Option Closing Datecause to be delivered to the Lead Manager for the account of each U.S. Underwriter such Firm Shares by book entry transfer through Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("NECIGEF"), in Amsterdam, The Netherlands, for credit (i) to the designated account of the Lead Manager or its nominee at NECIGEF or further credit to designated accounts with the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"), as the case may be, in such respective portions as the Lead Manager may designate by or notice to the Company and the Custodian given at least two full business days prior to the First Delivery Date, and (ii) to such other NECIGEF accounts as the Lead Manager may so designate and (b) with respect to the Firm Shares to be sold by the Company and the Selling Shareholders to be delivered in the form of ADSs, if any, the Company and the Custodian, on behalf of the parties hereto Selling Shareholders, shall (i) deliver or cause to be delivered such Firm Shares by book entry transfer through NECIGEF for credit to the account of the Correspondent Bank of the Depositary, (ii) cause the Depositary to issue one or more ADRs evidencing the ADSs representing such Firm Shares to be registered in such names as specified below and (iii) deliver or cause to be delivered such ADRs to the Lead Manager for the account of each U.S. Underwriter, in each case against payment to or upon the order of (A) the Company of the purchase price therefor by wire transfer in same-day funds to the account or accounts specified by the Company to the Lead Manager and (B) the Custodian, on behalf of the Selling Shareholders, of the purchase price therefor by wire transfer in same-day funds to the account or accounts specified by the Custodian to the Lead Manager, in each case upon two business days' prior notice. Time shall be of the essence, and delivery at the time and place specified pursuant to Section 8 hereofthis Agreement is a further condition of the obligation of each U.S. Underwriter hereunder. Upon delivery, including the cross-receipt for the Firm Shares shall be registered in such names and any additional documents requested by the Underwriters, will be delivered at the offices of Xxxxxxx, Baetjer & Xxxxxx, LLP, 1800 Mercantile Bank & Trust Building, 0 Xxxxxxx Xxxxx, Baltimore, Maryland 21201, or in such other location denominations as the Representatives Lead Manager shall request in writing not less than two full business days prior to the First Delivery Date. The Lead Manager, on behalf of the several International Managers, may designate (elect to have Firm Shares delivered in the "Closing Location")form of either Ordinary Shares or ADSs in such portions as they may elect, in satisfaction of the Company's and the Selling Shareholders' obligations to sell to the several International Managers, and the several International Managers' obligations to purchase, such Firm Shares. Notice of such election with respect to the First Delivery Date shall be given by the Lead Manager to the Custodian and the Company upon two business days' prior notice. Upon delivery, the ADRs evidencing the ADSs representing the Firm Shares will shall be delivered at the Designated Office, on the Closing Date or the Option Closing Date, registered in such names and in such denominations as the case may be. (d) A meeting will be held at the Closing Location at 2:00 p.m., Washington, DC time, on the Lead Manager shall request in writing not less than two full business day next preceding Closing Date or any Option Closing Date, as the case may be, or at such other time as is mutually agreed upon by the parties hereto, at which meeting the final drafts of the documents to be delivered pursuant days prior to the preceding paragraph will be available for review by the parties hereto.First 18 18

Delivery of and Payment for the Shares. (a) The Firm Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered, in such names as the Representatives may request upon at least forty-eight (48) hours hours' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representatives, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by a wire transfer of immediately available funds to an account designated by the Companyin Federal (same day) funds. The Company will cause the certificates representing the Firm Shares to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Date (as defined below) with respect thereto at the office of Xxxxxx, Xxxxx Xxxxx, Incorporated, 0000 Xxx Xxxxxx, XXX.X., Xxxxxxxxxx, X.X. 00000 or such other location as the Representatives may reasonably designate (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 o'clock a.m., Washington, DC time, on ______________________, 1998 or such other time and date as the Representatives and the Company may agree. Such time and date for delivery of the Firm Shares is herein called the "Closing Date"," which shall also be the closing date for the Merger and the IDP Acquisition. (b) Delivery of and payment for of any Optional Shares to be purchased by each Underwriter pursuant hereto shall be made at the Designated Office at 10:00 o'clock a.m., Washington, DC time, on the date specified by the Representatives in the written notice of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representatives and Company and the Company Selling Stockholders may agree. Payment of the purchase price for the Optional Shares shall be made by the Underwriters by a wire transfer of immediately available funds to an account designated by the Selling Shareholder. Such time and date for delivery of Optional Shares, if not the Closing Date, Shares is herein called the "Option Closing Date"." Payment for the Optional Shares shall be made by wire transfer or certified or bank cashier's check in Federal (next day) funds, payable to the order of the Company or the applicable Selling Stockholders upon delivery to the Representatives of certificates representing the Optional Shares being purchased for the respective accounts of the Underwriters. The certificates representing the Optional Shares to be delivered shall be in such denominations and registered in such names as the Representatives request not less than forty-eight (48) hours prior to the Option Closing Date, and shall be made available to the Representatives for inspection, checking and packaging at the aforesaid office of the Company's transfer agent or correspondent not less than twenty-four (24) hours prior to such Closing Date. (c) The documents to be delivered on at the Closing Date or any Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Shares and any additional documents requested by the Underwriters, will be delivered at to the offices of Xxxxxxx, Baetjer & and Xxxxxx, LLP, 1800 Mercantile Bank & Trust Building, 0 Two Xxxxxxx XxxxxPlaza, Baltimore, Maryland 21201, 21201 or such other location as may be agreed upon by the Representatives and the Company or the Selling Stockholders, as the case may designate be (the "Closing Location"), and the Shares will be delivered at the Designated Office, on the Closing Date or the Option Closing Date, as the case may be. (d) A meeting will be held at the Closing Location at 2:00 p.m., Washington, DC D.C. time, on the business day next preceding Closing Date or any Option Closing Date, as the case may be, or at such other time as is mutually agreed upon by the parties hereto, at which meeting the final drafts of the documents to be delivered pursuant to the preceding paragraph will be available for review by the parties hereto.

Delivery of and Payment for the Shares. (a) The Firm Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered, in such names as the Representatives may request upon at least forty-eight (48) hours hours' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representatives, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by a wire transfer of immediately available funds to an account designated by the Companyin Federal (same day) funds. The Company will cause the certificates representing the Firm Shares to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Date (as defined below) with respect thereto at the office of Xxxxxx, Xxxxx Xxxxx, Incorporated, 0000 Xxx Xxxxxx, XXX.X., Xxxxxxxxxx, X.X. 00000 or such other location as the Representatives may reasonably designate (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 ______ o'clock a.m., Washington, DC time, on ______________, 1998 1997 or such other time and date as the Representatives and the Company may agree. Such time and date for delivery of the Firm Shares is herein called the "Closing Date.". (b) Delivery of and payment for of any Optional Shares to be purchased by each Underwriter pursuant hereto shall be made at the Designated Office at 10:00 _____ o'clock a.m., Washington, DC time, on the date specified by the Representatives in the written notice of the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree. Payment of the purchase price for the Optional Shares shall be made by the Underwriters by a wire transfer of immediately available funds to an account designated by the Selling Shareholder. Such time and date for delivery of Optional Shares, if not the Closing Date, is herein called the "Option Closing Date.". (c) The documents to be delivered on at the Closing Date or any Option Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Shares and any additional documents requested by the Underwriters, Underwriters will be delivered at the offices of XxxxxxxVenable, Baetjer Baetjer, Xxxxxx & XxxxxxCiviletti, LLP, 1800 Mercantile Bank & Trust Building0000 Xxx Xxxx Xxxxxx, 0 Xxxxxxx XxxxxXX, BaltimoreXxxxxxxxxx, Maryland 21201, or such other location as the Representatives may designate XX 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, on the Closing Date or the Option Closing Date, as the case may be. (d) A meeting will be held at the Closing Location at 2:00 p.m., Washington, DC D.C. time, on the business day next preceding Closing Date or any Option Closing Date, as the case may be, or at such other time as is mutually agreed upon by the parties hereto, at which meeting the final drafts of the documents to be delivered pursuant to the preceding paragraph will be available for review by the parties hereto.