Common use of DELIVERY OF SHARES; CLOSING Clause in Contracts

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & Xssociates, Inc. may request upon at least 48 hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Underwriters for the respective account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company by official bank check or checks payable to the order of, or by wire transfer to the account of, the Company, in same day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may be. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex & Xssociates, Inc., 880 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of certificates for the Shares shall be made at the office of ChaseMellon Shareholder Services, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local time, on the third (or if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the Commission, after 4:30 p.m., Washington, D.C. time, the fourth) full business day after this Agreement is executed or at such other time and date as the Underwriters and the Company may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m., local time, on the date specified by the Underwriters in the written notice given by the Underwriters of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any Optional Shares, if not the First Time of Delivery, is herein called the "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at such other location in New York, New York specified by the Underwriters in writing at least 48 hours prior to such Time of Delivery.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & Xssociates, Inc. the Representative may request upon at least 48 hours prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Underwriters you for the respective your account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to you of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company by official bank check or checks payable to the order of, or therefor by wire transfer of immediately available funds to the an account of, designated by the Company, in same day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may be. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex Smith, Anderson, Blount, Dorsett, Xxxxxxxx & XssociatesXxxxxxxx, Inc.L.L.P., 880 Xxxxxxxx 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, XxXxxxx Xxxxxxxx 00000. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of certificates for the Shares shall be made at the office of ChaseMellon Shareholder Services, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local Charlotte, North Carolina time, on the third 3rd (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) of under the CommissionExchange Act, after 4:30 p.m., Washington, D.C. time, the fourth4th) full business day after the execution of this Agreement is executed or at such other legally permissible time and date as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, at 10:00 a.m., local Charlotte, North Carolina time, on the date specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such Optional Sharesoptional shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any the Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at your office at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at address set forth above or such other location in New Yorkdesignated by you to the Company. If the Representative so elects, New York specified delivery of the Firm Shares and the Optional Shares, if any, may be made by credit through full fast transfer to the accounts at the Depositary Trust Company designated by the Underwriters in writing at least 48 hours prior to such Time of DeliveryRepresentative.

DELIVERY OF SHARES; CLOSING. Certificates The Firm Shares shall be issued in definitive the form for of one or more fully registered global securities (the Shares to be purchased by each Underwriter hereunder, and “Global Securities”) in book-entry form in such denominations denomination and registered in the name of the nominee of The Depository Trust Company (“DTC”) or in such names as Raymxxx Xxxex & Xssociates, Inc. the Representatives may request upon at least 48 hours hours’ prior notice to the Company, and shall be delivered by or on behalf of the Company to the Underwriters Representatives for the respective account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company by official bank check or checks payable to the order of, or therefor by wire transfer to the account of, the Company, in same day of immediately available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, to such accounts as the case may beCompany shall designate in writing. The closing of the sale and purchase of the Firm Shares shall be held at the offices of Raymxxx Xxxex Xxxxxxx Spidi & XssociatesXxxxx, Inc.PC, 880 Xxxxxxxx Xxxxxxx000 Xxx Xxxx Xxxxxx, Xx. X.X., Xxxxx 000 Xxxx, Xxxxxxxxxx, Xxxxxxx X.X. 00000, xxcept that physical delivery of certificates for the Shares shall be made at the office of ChaseMellon Shareholder Services, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. . The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 9:00 a.m., local Washington, D.C. time, on the third (or if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the Commission, after 4:30 p.m., Washington, D.C. time, the fourth3rd) full business day after this Agreement is executed or at such other time and date as the Underwriters Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 10:00 at 9:00 a.m., local Eastern time, on the date specified by the Underwriters Representatives in the written notice given by the Underwriters Representatives of the Underwriters' ’ election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "“First Time of Delivery," and ” such time and date for delivery of any Optional Shares, if not the First Time of Delivery, is herein called the "a “Subsequent Time of Delivery," ” and each such time and date for delivery is herein called a "“Time of Delivery." ” The Company will shall make certificates for the Global Securities representing the Firm Shares available for checking examination by the Representatives and packaging at least 24 hours counsel for the Underwriters not later than 9:30 a.m. Eastern time on the business day prior to each Time of Delivery at the office of The Depository Trust CompanyXxxxxxx Spidi & Xxxxx, 55 Wxxxx PC, 000 Xxx Xxxx Xxxxxx, Xxx X.X., Xxxxx 000 Xxxx, Xxx Xxxx Xxxxxxxxxx, X.X. 00000 xx or at such other location in New York, New York specified by the Representatives or counsel for the Underwriters in writing at least 48 hours prior to such Time of Delivery.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the (a) The Shares to be purchased by each the Underwriter hereunder, in definitive certificated form, and in such authorized denominations and registered in such names as Raymxxx Xxxex & Xssociates, Inc. the Underwriter may request upon at least 48 hours two business days’ prior notice to the Company, Company and the Attorneys-in-Fact shall be delivered by or on behalf of the Company and the Selling Shareholders to the Underwriters Underwriter, including, at the option of the Underwriter, through the facilities of DTC for the respective account of each such the Underwriter, against payment by such or on behalf of the Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to of the purchase price for therefor by wire transfer of immediately available funds to the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunderaccount specified, in writing, to the Underwriter by the Company by official bank check or checks payable to the order of, or by wire transfer to the account of, the Company, in same day available funds against delivery and each of the certificates for the Firm Shares or Optional Shares purchased from the CompanySelling Shareholders, as the case may beupon at least two business days’ prior notice. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex & Xssociates, Inc., 880 Xxxxxxxx Xxxxxxx, XxXxxxxxx LLP. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of certificates for the Shares shall be made at the office of ChaseMellon Shareholder Services, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local Baltimore, Maryland time, on the third (or if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the Commission[ ], after 4:30 p.m., Washington, D.C. time, the fourth) full business day after this Agreement is executed 2005 or at such other time and date as the Underwriters Underwriter, the Company and the Company may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m., local time, on the date specified by the Underwriters in the written notice given by the Underwriters of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters and the Company Selling Shareholders may agree upon in writing. Such time and date for the delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any Optional Shares, if not the First Time of Delivery, is herein called the "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery“Closing Date." ” The Company and the Selling Shareholders will make certificates for available with respect to the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery the Closing Date and the Additional Closing Date at the office offices of The Depository Trust CompanyXxxxxxx LLP, 55 Wxxxx Xxxxxx0 Xxxxxxx Xxxxx, Xxx XxxxBaltimore, Xxx Xxxx 00000 xx Maryland 21201 or at such other location in New York, New York specified by the Underwriters Underwriter, including the office of DTC or its designated custodian, in writing at least 48 hours prior to the Closing Date or Additional Closing Date, as the case may be. (b) On or prior to the Closing Date, the Selling Shareholders shall have duly executed and delivered an agreement by and among the Company, as custodian (the “Custodian”), and each Selling Shareholder (the “Custodian Agreement”) whereby each of the certificates delivered, to the extent such Time delivery is not made through the facilities of DeliveryDTC, evidencing the Selling Shareholder Firm Shares or the irrevocable Option exercise notice, if applicable, will be placed in custody for delivery under this Agreement. Each Selling Shareholder shall have also duly executed and delivered the Power of Attorney, in the form heretofore furnished to you, appointing each Attorney-in Fact with the authority to execute and deliver this Agreement on behalf of such Selling Shareholder, to determine the purchase price to be paid by the Underwriter to the Selling Shareholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Shareholder hereunder, to authorize (if applicable) the exercise of the Options to be exercised with respect to the Shares to be sold by such Selling Shareholder hereunder and otherwise to act on behalf of such Selling Shareholder in connection with the transactions contemplated by this Agreement and the Custodian Agreement, including the delivery of the Selling Shareholder Firm Shares to the Underwriter on the Closing Date and the receipt of the purchase price for the Selling Shareholder Firm Shares purchased by the Underwriter hereunder by wire transfer in immediately available funds to an account designated in writing by the Custodian. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing Date. (c) At the closing of the sale and purchase of the Shares, upon receipt of the certificates evidencing all of the Selling Shareholder Firm Shares being purchased by the Underwriter or the confirmation by DTC or its nominee of the credit of the Firm Shares to the book-entry account of the Underwriter and the receipt of all of the funds representing the aggregate purchase price for the Selling Shareholder Firm Shares being purchased by the Underwriter, the Custodian shall deliver the certificates representing the Selling Shareholder Firm Shares, to the extent such delivery is not made through the facilities of DTC, and such Selling Shareholder Firm Shares represented pursuant to the exercise of Options to the transfer agent and shall deliver the aggregate purchase price for the Selling Shareholder Firm Shares, net of fees due to the Underwriter, to the Selling Shareholders.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & Xssociates, Inc. the Representative may request upon at least 48 hours prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Underwriters you for the respective your account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to you of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company by official bank check or checks payable to the order of, or therefor by wire transfer of immediately available funds to the an account of, designated by the Company, in same day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may be. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex Smitx Xxxmx Xxxliss & XssociatesMoorx, Inc.X.L.P., 880 Xxxxxxxx XxxxxxxCharlotte, XxNorth Carolina. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of certificates for the Shares shall be made at the office of ChaseMellon Shareholder Services, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local Charlotte, North Carolina time, on the third 3rd (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) of under the CommissionExchange Act, after 4:30 p.m., Washington, D.C. time, the fourth4th) full business day after the execution of this Agreement is executed or at such other legally permissible time and date as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, at 10:00 a.m., local Charlotte, North Carolina time, on the date specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such Optional Sharesoptional shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any the Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at your office at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at address set forth above or such other location in New Yorkdesignated by you to the Company. If the Representative so elects, New York specified delivery of the Firm Shares and the Optional Shares, if any, may be made by credit through full fast transfer to the accounts at the Depositary Trust Company designated by the Underwriters in writing at least 48 hours prior to such Time of DeliveryRepresentative.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & XssociatesThe Robixxxx-Xxxxxxxx Xxxpany, Inc. LLC may request upon at least 48 hours prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Underwriters you for the respective account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company by official bank check or checks payable to the order of, or therefor by wire transfer of immediately available funds to the an account of, designated by the Company, in same day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may be. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex King & XssociatesSpalding, Inc.191 Xxxxxxxxx Xxxxxx, 880 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of such certificates for the Shares shall be made at the office of ChaseMellon Shareholder ServicesThe Depository Trust Company, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The . Xxe time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local Atlanta time, on the third (or if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the Commission, after 4:30 p.m., Washington, D.C. time, the fourth) full business day after the execution of this Agreement is executed or at such other time and date as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, at 10:00 a.m., local Atlanta time, on the date specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any the Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at such other location in New York, New York specified by the Underwriters you in writing at least 48 hours prior to such Time of Delivery.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & XssociatesThe Robixxxx-Xxxxxxxx Xxxpany, Inc. LLC may request upon at least 48 hours hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Underwriters you for the respective account of each such Underwriter, Underwriter against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereundertherefor by wire transfer, to the Company by official bank check or checks payable to the order of, or by wire transfer to the account of, of the Company, in same same-day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may befunds. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex Alstxx & XssociatesXird LLP, Inc.One Atlantic Center, 880 Xxxxxxxx 1201 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000, xxcept xx at such other location as you and the Company may agree upon, except that physical delivery of such certificates for the Shares shall be made at the office of ChaseMellon Shareholder ServicesThe Depository Trust Company, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The . Xxe time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 9:00 a.m., local timeEastern Standard Time, on the third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) promulgated pursuant to the Securities Act of 1934, as amended (the Commission"Exchange Act"), after 4:30 p.m., Washington, D.C. timeEastern Standard Time, the fourth) full business day after this Agreement is executed or at such other time and date not less than the seventh full business day thereafter as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, 10:00 at 9:00 a.m., local timeEastern Standard Time, on the date and at the location specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters you and the Company may agree upon in writingupon. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at such other location in New York, New York specified by the Underwriters you in writing at least 48 hours prior to such Time of Delivery.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & XssociatesThe Xxxxxxxx-Xxxxxxxx Company, Inc. LLC may request upon at least 48 hours hours' prior notice to the CompanyCompany and the Attorneys-in-Fact, shall be delivered by or on behalf of the Company and the Selling Shareholders to you through the Underwriters facilities of the Depository Trust Company ("DTC") for the respective account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereundertherefor by wire transfer of immediately available funds, to the Company by official bank check or checks payable to the order of, or by wire transfer to the account of, the Company, in same day available funds against delivery of the certificates for Company and the Firm Shares or Optional Shares purchased from the CompanyCustodian, as the case their interests may beappear. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex Xxxxxx & XssociatesBird LLP, Inc.0000 Xxxx Xxxxxxxxx Xxxxxx, 880 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, xxcept except that physical delivery of such certificates for the Shares shall be made at the office of ChaseMellon Shareholder ServicesDTC, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location or its designated by Raymxxx Xxxex & Xssociates, Inc. custodian. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 9:00 a.m., local Atlanta time, on the third (or if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the CommissionNovember ___, after 4:30 p.m., Washington, D.C. time, the fourth) full business day after this Agreement is executed 1999 or at such other time and date as the Underwriters you and the Company and the Attorneys-in-Fact, on behalf of the Selling Shareholders, may agree upon in writing, and, with respect to the Optional Shares, 10:00 at 9:00 a.m., local Atlanta time, on the date specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at the office of The Depository Trust CompanyDTC or its designated custodian in New York, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx New York or at such other location in New York, New York specified by the Underwriters you in writing at least 48 hours prior to such Time of Delivery.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & XssociatesThe Robinson-Humphrey Company, Inc. may request upon xxx xxxxxxx xxxx at least 48 hours hours' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Underwriters Representatives for the respective account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company by official bank check or checks payable to the order of, or therefor by wire transfer to the account of, accounts designated by the Company, Company in same day immediately available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may befunds. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex Smith, Gambrell & XssociatesRussell, Inc.LLP, 880 Xxxxxxxx XxxxxxxXxxxx 1000, Xx. XxxxxxxxxxXxxt Txxxx, Xtlanta Financial Center, 3343 Peachtree Road, N.E., Atlanxx, Xxxxxxx 00000, xxcept that physical delivery xxxxxx xxxx xxxxxxxx xxxxxxxx of such certificates for the Shares shall be made at the office of ChaseMellon Shareholder ServicesThe Depository Trust Company, L.L.C.55 Water Street, 120 XxxxxxxxNew York, 00xx Xxxxx, New Yxxx 00000. Xxx Xxxx, Xxx Xxxx 00000, xxxx xxx xxxx xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The time and date of such delivery xxxx xxxxvery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local Atlanta time, on the third (or full business day after this Agreement is executed, or, if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the Commission, this Agreement is executed after 4:30 p.m., Washington, D.C. p.m. eastern time, on the fourth) fourth full business day after this Agreement is executed or at such other time and date as the Underwriters Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, at 10:00 a.m., local Atlanta time, on the date specified by the Underwriters Representatives in the written notice given by the Underwriters Representatives of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at the office of The Depository Trust Company, 55 Wxxxx XxxxxxWater Street, Xxx XxxxNew York, Xxx Xxxx New Yxxx 00000 xx at such other location in New xx xxxx xxxxx xxxxxxxx xx Xxw York, New York specified by the Underwriters in writing at least 48 hours prior to such Time of Delivery.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & Xssociates, Inc. the Representative may request upon at least 48 hours prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Underwriters you for the respective your account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to you of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company therefor by official bank check or checks (payable in same day funds) drawn on a Charlotte, North Carolina bank, payable to the order of, or by wire transfer to the account of, of the Company, in same day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may be. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex Moorx & Xssociates, Inc., 880 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of certificates for the Shares shall be made at the office of ChaseMellon Shareholder Services, L.L.C., 120 Xxxxxxxx, 00xx Xan Xxxxx, Xxx XxxxXXLC, Xxx Xxxx 00000Charlotte, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. North Carolina. The time and date of such delivery and payment shall be, with respect to the Firm Shares and the Standby Shares, at 10:00 a.m., local Charlotte time, on the third (or if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the Commission, after 4:30 p.m., Washington, D.C. time, the fourth) fourth full business day after the execution of this Agreement is executed or at such other time and date as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, at 10:00 a.m., local Charlotte time, on the date specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any the Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at your office at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at address set forth above or such other location in New York, New York specified designated by you to the Underwriters in writing at least 48 hours prior to such Time of DeliveryCompany.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex Xxxxxx Xxxxxx Xxxxxxxx & XssociatesCo., Inc. may request upon at least 48 hours hours' prior notice to the CompanyCompany and/or the Attorneys-in- Fact, as applicable, shall be delivered by or on behalf of the Company and/or the Selling Shareholders, as applicable, to the Underwriters you for the respective account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company therefor by wire transfer or certified or official bank check or checks (payable in same day funds) payable to the order ofof the Company and/or the Custodian, or by wire transfer to the account of, the Companyas their interests may appear, in same next-day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may befunds. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex Xxxxx, Xxxxxxxx & Xssociates, Inc., 880 Xxxxxxxx Xxxxxxx, Xx. XxxxxxxxxxLLP, Promenade II, Suite 3100, 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000-0000, xxcept except that physical delivery of such certificates for the Shares shall be made at the office of ChaseMellon Shareholder ServicesThe Depository Trust Company, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. . The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local time9:00 a.m. Eastern Time, on the third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) of promulgated pursuant to the CommissionExchange Act, after 4:30 p.m., Washington, D.C. timeEastern Time, the fourth) full business day after this Agreement is executed or at such other time and date not less than the seventh full business day thereafter as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, 10:00 at 9:00 a.m., local timeEastern Time, on the date and location specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such the Optional Shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at the office of The Depository Trust Company, 55 Wxxxx 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx or at such other location in New York, New York specified by the Underwriters you in writing at least 48 hours prior to such Time of Delivery.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & Xssociates, Inc. Interstate/Johnxxx Xxxe Xxxporation may request upon at least 48 hours prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Underwriters you for the respective your account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to you of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company therefor by official bank check or checks (payable in next day funds unless closing is on a Friday in which case it shall be payable in same day funds) drawn on an Atlanta, Georgia bank, payable to the order of, or by wire transfer to the account of, of the Company, in same day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may be. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex & XssociatesTrouxxxx Xxxdxxx XXX, Inc.Atlanta, 880 Xxxxxxxx Xxxxxxx, XxGeorgia. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of certificates for the Shares shall be made at the office of ChaseMellon Shareholder Services, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local Atlanta time, on the third 3rd (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) of under the CommissionExchange Act, after 4:30 p.m., Washington, D.C. time, the fourth4th) full business day after the execution of this Agreement is executed or at such other legally permissible time and date as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, at 10:00 a.m., local Atlanta time, on the date specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any the Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at your office at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at address set forth above or such other location in New Yorkdesignated by you to the Company. If the Representative so elects, New York specified delivery of the Firm Shares and the Optional Shares, if any, may be made by credit through full fast transfer to the accounts at the Depositary Trust Company designated by the Underwriters in writing at least 48 hours prior to such Time of DeliveryRepresentative.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each the Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & Xssociates, Inc. the Underwriter may request upon at least 48 hours prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Underwriters you for the respective your account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to you of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company therefor by official bank check or checks (payable in next day funds unless closing is on a Friday in which case it shall be payable in same day funds) drawn on a Charlotte, North Carolina bank, payable to the order of, or by wire transfer to the account of, of the Company, in same day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may be. The closing of the sale and purchase of the Shares shall be held at a location to be agreed upon by the offices of Raymxxx Xxxex & Xssociates, Inc., 880 Xxxxxxxx Xxxxxxx, XxCompany and the Underwriter. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of certificates for the Shares shall be made at the office of ChaseMellon Shareholder Services, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local Charlotte time, on the third (or if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the Commission, after 4:30 p.m., Washington, D.C. time, the fourth) fourth full business day after the execution of this Agreement is executed or at such other time and date as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, at 10:00 a.m., local Charlotte time, on the date specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' your election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any the Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at your office at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at address set forth above or such other location in New York, New York specified designated by you to the Underwriters in writing at least 48 hours prior to such Time of DeliveryCompany.

DELIVERY OF SHARES; CLOSING. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Raymxxx Xxxex & XssociatesThe Robixxxx-Xxxxxxxx Xxxpany, Inc. LLC may request upon at least 48 hours hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Underwriters you for the respective account of each such Underwriter, against payment by such Underwriter on its behalf as provided herein. Payment shall be made (i) with respect to of the purchase price for the Firm Shares and any Optional Shares purchased from the Company if any Optional Shares are purchased hereunder, to the Company by official bank check or checks payable to the order of, or therefor by wire transfer of immediately available funds to the an account of, designated by the Company, in same day available funds against delivery of the certificates for the Firm Shares or Optional Shares purchased from the Company, as the case may be. The closing of the sale and purchase of the Shares shall be held at the offices of Raymxxx Xxxex Nelsxx Xxxxxxx Xxxxx & XssociatesXcarborough, Inc.L.L.P., 880 Xxxxxxxx 999 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000, Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, xxcept that physical delivery of such certificates for the Shares shall be made at the office of ChaseMellon Shareholder ServicesThe Depository Trust Company, L.L.C., 120 Xxxxxxxx, 00xx Xxxxx55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other location designated by Raymxxx Xxxex & Xssociates, Inc. The . Xxe time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., local Atlanta time, on the third (or if the Firm Shares are priced as contemplated by Rule 15c6-1(c) of the Commission, after 4:30 p.m., Washington, D.C. time, the fourth) full business day after the execution of this Agreement is executed or at such other time and date as the Underwriters you and the Company may agree upon in writing, and, with respect to the Optional Shares, at 10:00 a.m., local Atlanta time, on the date specified by the Underwriters you in the written notice given by the Underwriters you of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as the Underwriters you and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," and such time and date for delivery of any the Optional Shares, if not the First Time of Delivery, is herein called the a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company will make such certificates for the Shares available for checking and packaging at least 24 hours prior to each Time of Delivery at the office of The Depository Trust Company, 55 Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at such other location in New York, New York specified by the Underwriters you in writing at least 48 hours prior to such Time of Delivery.