Common use of Delivery of the Common Shares Clause in Contracts

Delivery of the Common Shares. The Company shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company ("DTC"), for the account of the Underwriter, the Firm Common Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, for the account of the Underwriter, any Optional Common Shares the Underwriter has agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter shall have requested at least two full business days prior to the First Closing Date (or Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as the Underwriter may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (RFS Hotel Investors Inc)

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Delivery of the Common Shares. The Company shall Each Selling Stockholder shall, severally and not jointly, deliver, or cause to be delivered, to the Underwriter, through Representatives for the facilities accounts of the Depository Trust Company ("DTC")several Underwriters, for certificates, accompanied by duly executed stock powers, representing the account number of shares of Common Stock set forth under the Underwriter, the column titled “Number of Firm Common Shares to be Sold” opposite such Selling Stockholder’s name on Schedule A hereto at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall Each Selling Stockholder shall, severally and not jointly, also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, Representatives for the account accounts of the Underwriterseveral Underwriters, any certificates, accompanied by duly executed stock powers, representing the number of shares of Common Stock set forth under the column titled “Maximum Number of Optional Common Shares to be Sold” opposite such Selling Stockholder’s name that the Underwriter has Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as the Underwriter Representatives may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Amn Healthcare Services Inc)

Delivery of the Common Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered, to the Underwriter, through Underwriters for the facilities accounts of the Depository Trust Company ("DTC"), several Underwriters certificates for the account of the Underwriter, the Firm Common Shares to be sold by them at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, Underwriters for the account accounts of the Underwriterseveral Underwriters, any certificates for the Optional Common Shares the Underwriter has Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as against the case may be, against receipt irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter Underwriters shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as the Underwriter Underwriters may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the UnderwriterUnderwriters. DELIVERY OF PROSPECTUS TO THE UNDERWRITERS. Not later than 12:00 p.m. on the second business day following the date the Common Shares of released by the Underwriters for sale to the public, the Company shall delivery or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request.

Appears in 1 contract

Samples: Custody Agreement (Garden Fresh Restaurant Corp /De/)

Delivery of the Common Shares. The Company shall Each Selling Stockholder shall, severally and not jointly, deliver, or cause to be delivered, to the Underwriter, through Representatives for the facilities accounts of the Depository Trust Company (several Underwriters certificates, accompanied by duly executed stock powers, representing the number of shares of Common Stock set forth under the column titled "DTC"), for the account Number of the Underwriter, the Firm Common Shares to be Sold" opposite such Selling Stockholder's name on Schedule B hereto at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor to the Custodian for the benefit of such Selling Stockholders. The Company shall Each Selling Stockholder shall, severally and not jointly, also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, Representatives for the account accounts of the Underwriterseveral Underwriters, any certificates, accompanied by duly executed stock powers, representing the number of shares of Common Stock set forth under the column titled "Maximum Number of Optional Common Shares to be Sold" opposite such Selling Stockholder's name that the Underwriter has Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor to the Custodian for the benefit of such Selling Stockholders. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as the Underwriter Representatives may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Amn Healthcare Services Inc)

Delivery of the Common Shares. The Company Selling Stockholders shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company ("DTC"), for the account of the Underwriter, the Firm Common Shares and any Additional Common Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Stockholders shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, for the account of the Underwriter, any Optional Overallotment Common Shares the Underwriter has agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter shall have requested at least two full business days prior to the First Closing Date (or Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of SkaddenBass, Arps, Slate, Xxxxxxx Xxxxx & Xxxx LLPPLC, 000 Xxxxx Xxxxx XxxxxxXxxxxxx Xxxxx, Xxxxx 0000000, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxxxxxx 00000 (or at such other location as the Underwriter may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (U S Restaurant Properties Inc)

Delivery of the Common Shares. The Company and the Selling Shareholders shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company ("DTC"), Underwriters certificates for the account of the Underwriter, the Firm Common Shares to be sold by them at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the UnderwriterUnderwriters, through the facilities of DTC, certificates for the account of the Underwriter, any Optional Common Shares the Underwriter has Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter Underwriters shall have requested at least two full business days prior to the First Closing 18 Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as the Underwriter Underwriters may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the UnderwriterUnderwriters. Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Common Shares of released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Underwriters shall request.

Appears in 1 contract

Samples: Underwriting Agreement (Action Performance Companies Inc)

Delivery of the Common Shares. The Company and the Selling Stockholders shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company ("DTC"), for the account of the Underwriter, delivered a credit representing the Firm Common Shares to an account or accounts at The Depository Trust Company as designated by the Representatives for the accounts of the Representatives and the several Underwriters at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Selling Stockholder shall also deliver, or cause to be delivered a credit representing the Optional Common Shares to an account or accounts at The Depository Trust Company as designated by the Representatives for the accounts of the Representatives and the several Underwriters, at the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Notwithstanding the foregoing, to the extent the Representatives so elect at least three full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Company and the Selling Stockholders shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares to be sold by them at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor; and the Company and the Selling Stockholders shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, Representatives for the account accounts of the Underwriterseveral Underwriters, any certificates for the Optional Common Shares the Underwriter has Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The In such case, the certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as the Underwriter Representatives may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the UnderwriterUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Supergen Inc)

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Delivery of the Common Shares. The Company shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company ("DTC"), for the account of the Underwriter, the Firm Common Shares and any Additional Common Shares and Optional Common Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, for the account of the Underwriter, any Optional Overallotment Common Shares the Underwriter has agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter shall have requested at least two full business days prior to the First Closing Date (or Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of SkaddenBass, Arps, Slate, Xxxxxxx Xxxxx & Xxxx LLPPLC, 000 Xxxxx Xxxxx XxxxxxXxxxxxx Xxxxx, Xxxxx 0000000, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxxxxxx 00000 (or at such other location as the Underwriter may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (RFS Hotel Investors Inc)

Delivery of the Common Shares. The Company and the Selling Shareholder shall deliver, or cause to be delivered, to the Underwriter, through Underwriters for the facilities accounts of the Depository Trust Company ("DTC"), several Underwriters certificates for the account of the Underwriter, the Firm Common Shares to be sold by them at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company Selling Shareholder shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, Underwriters for the account accounts of the Underwriterseveral Underwriters, any certificates for the Optional Common Shares the Underwriter has Underwriters have agreed to purchase from such Selling Shareholder at the First Closing Date or the Second Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter Underwriters shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as the Underwriter Underwriters may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the UnderwriterUnderwriters. Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Common Shares are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Underwriters shall request.

Appears in 1 contract

Samples: Creditrust Corp

Delivery of the Common Shares. The Company shall Each Selling Stockholder shall, severally and not jointly, deliver, or cause to be delivered, to the UnderwriterUnderwriter for its account, through certificates, accompanied by duly executed stock powers, representing the facilities number of shares of Common Stock set forth under the Depository Trust Company ("DTC"), for the account column titled “Number of the Underwriter, the Firm Common Shares to be Sold” opposite such Selling Stockholder’s name on Schedule A hereto at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall Each Selling Stockholder shall, severally and not jointly, also deliver, or cause to be delivered, to the UnderwriterUnderwriter for its account, through certificates, accompanied by duly executed stock powers, representing the facilities number of DTC, for shares of Common Stock set forth under the account column titled “Maximum Number of the Underwriter, any Optional Common Shares to be Sold” opposite such Selling Stockholder’s name that the Underwriter has agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the "Designated Office"). The documents to be delivered on the First Closing Date (or Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as the Underwriter may designate) and the Common Shares shall be delivered at the Designated Office, all on the First Closing Date (or Second Closing Date, as the case may be). 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 the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Amn Healthcare Services Inc)

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