Common use of DELIVERY OF SHARES; CLOSING Clause in Contracts

DELIVERY OF SHARES; CLOSING. (a) The Shares to be purchased by the Underwriter hereunder, in definitive certificated form, and in such authorized denominations and registered in such names as the Underwriter may request upon at least two business days’ prior notice to the Company and the Attorneys-in-Fact shall be delivered by or on behalf of the Company and the Selling Shareholders to the Underwriter, including, at the option of the Underwriter, through the facilities of DTC for the account of the Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer of immediately available funds to the account specified, in writing, to the Underwriter by the Company and each of the Selling Shareholders, upon at least two business days’ prior notice. The closing of the sale and purchase of the Shares shall be held at the offices of Xxxxxxx LLP. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 a.m., Baltimore, Maryland time, on [ ], 2005 or at such other time and date as the Underwriter, the Company and the Selling Shareholders may agree upon in writing. Such time and date for the delivery of the Firm Shares is herein called the “Closing Date.” The Company and the Selling Shareholders will make certificates available with respect to the Shares for checking and packaging at least 24 hours prior to the Closing Date and the Additional Closing Date at the offices of Xxxxxxx LLP, 0 Xxxxxxx Xxxxx, Baltimore, Maryland 21201 or at such other location specified by the 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Benthos Inc), Underwriting Agreement (Benthos Inc)

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DELIVERY OF SHARES; CLOSING. (a) The Firm Shares to shall be purchased by issued in the Underwriter hereunder, in definitive certificated form, and form of one or more fully registered stock certificates or direct registration transaction advices in such authorized denominations denomination and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriter Representative may request upon at least two business days’ 48 hours 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 Underwriter, including, at the option of the Underwriter, through the facilities of DTC Representative for the account of the such Underwriter, against payment by or such Underwriter on its behalf of the Underwriter of the purchase price therefor therefore by wire transfer of immediately available funds to such accounts as the account specified, Company shall designate in writing, to the Underwriter by the Company and each of the Selling Shareholders, upon at least two business days’ prior notice. The closing of the sale and purchase of the Firm Shares shall be held at the offices of Xxxxxxxx Xxxxxxxx, P.C., 0000 Xxxxxxx LLPXxxxx Road, Camp Hill, PA 17011. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 10:00 9:00 a.m., Baltimore, Maryland prevailing Eastern time, on [ ], 2005 the fourth (4th) full business day after this Agreement is executed or at such other time and date as the Underwriter, Representative and the Company may agree upon in writing, and, with respect to the Option Shares, at 9:00 a.m., prevailing Eastern time, on the date specified by the Representative in the written notice given by the Representative of the Underwriters' election to purchase all or part of such Option Shares, or at such other time and date as the Representative and the Selling Shareholders Company may agree upon in writing. Payment for the Option Shares shall be made to the Company by wire transfer of immediately available funds against delivery of the Option Shares to such accounts as the Company may designate. Such time and date for the delivery of the Firm Shares is herein called the “Closing Date"First Time of Delivery," such time and date for delivery of any Option Shares, if not the First Time of Delivery, is herein called a "Subsequent Time of Delivery," and each such time and date for delivery is hereinafter called a "Time of Delivery." The Company shall make the stock certificates or direct registration transaction advices available for examination by the Representative and counsel for the Selling Shareholders will make certificates available with respect to Underwriters not later than 9:30 a.m. prevailing Eastern time on the Shares for checking and packaging at least 24 hours business day prior to the Closing Date and the Additional Closing Date each Time of Delivery at the offices office of Xxxxxxxx Xxxxxxxx, P.C., 0000 Xxxxxxx LLPXxxxx Road, 0 Xxxxxxx XxxxxCamp Hill, Baltimore, Maryland 21201 PA 17011 or at such other location specified by the Underwriter, including Representative or counsel for the office of DTC or its designated custodian, Underwriters in writing at least 48 hours prior to the Closing Date or Additional Closing Date, as the case may besuch Time of Delivery.

Appears in 1 contract

Samples: Underwriting Agreement (BCB Bancorp Inc)

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DELIVERY OF SHARES; CLOSING. (a) The Certificates in definitive form for the Shares to be purchased by the each Underwriter hereunder, in definitive certificated form, and in such authorized denominations and registered in such names as the Underwriter The Xxxxxxxx-Xxxxxxxx Company, LLC may request upon at least two business days’ 48 hours' prior notice to the Company and the Attorneys-in-Fact Fact, shall be delivered by or on behalf of the Company and the Selling Shareholders to the Underwriter, including, at the option of the Underwriter, you through the facilities of DTC the Depository Trust Company ("DTC") for the account of the such Underwriter, against payment by or such Underwriter on its behalf of the Underwriter of the purchase price therefor by wire transfer of immediately available funds funds, payable to the account specified, in writing, to the Underwriter by order of the Company and each of the Selling ShareholdersCustodian, upon at least two business days’ prior noticeas their interests may appear. The closing of the sale and purchase of the Shares shall be held at the offices of Xxxxxxx LLPXxxxxx & Green, P.C., 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, except that physical delivery of such certificates shall be made at the office of DTC, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or its designated 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., Baltimore, Maryland Atlanta time, on [ ]_________, 2005 2000 or at such other time and date as you and the UnderwriterCompany may agree upon in writing, and, with respect to the Optional Shares, at 9:00 a.m., Atlanta time, on the date specified by you in the written notice given by you of the Underwriters' election to purchase all or part of such Optional Shares, or at such other time and date as you, the Company and the Attorneys-in-Fact, on behalf of the Selling Shareholders Shareholders, may agree upon in writing. Such time and date for the delivery of the Firm Shares is herein called the “Closing Date"First Time of Delivery," such time and date for delivery of any Optional Shares, if not the First Time of Delivery, is herein called a "Subsequent Time of Delivery," and each such time and date for delivery is herein called a "Time of Delivery." The Company and the Selling Shareholders will make such certificates available with respect to the Shares for checking and packaging at least 24 hours prior to the Closing Date and the Additional Closing Date each Time of Delivery at the offices of Xxxxxxx LLP, 0 Xxxxxxx Xxxxx, Baltimore, Maryland 21201 or at such other location specified by the Underwriter, including the office of DTC or its designated custodiancustodian in New York, New York or at such other location in New York, New York specified by you in writing at least 48 hours prior to the Closing Date or Additional Closing Date, as the case may besuch Time of Delivery.

Appears in 1 contract

Samples: Underwriting Agreement (Account4 Com Inc)

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