Common use of Delivery of the Offered Securities Clause in Contracts

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares and (ii) the Pre-Funded Warrants 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. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities shall be registered in such names and denominations as the Representative shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, delivered to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares and (ii) the Pre-Funded Warrants Securities 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. The Company shall also deliver, or cause to be delivered, delivered through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Optional Shares Option Securities the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. If the Representatives so elect, delivery of the Offered Securities may be made by credit to the accounts designated by the Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Securities shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full business days Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them and (ii) the Pre-Funded Warrants 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. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, delivered (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates book-entry positions for the Firm Shares and (ii) unless the Pre-Funded Representatives shall otherwise instruct, to the Representatives, for the respective accounts of the several Underwriters, the Firm Warrants 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. The Company shall also deliver, or cause to be delivered, delivered through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Optional Option Shares and book-entry positions for the Option Warrants the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. If the Representatives so elect, delivery of the Offered Securities may be made by credit to the accounts designated by the Representatives through The certificates for the Depository Trust Company’s full fast transfer or DWAC programs. The Offered Securities shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full business days Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares and (ii) the Pre-Funded Warrants Offered Securities 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. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate; provided, however, that if the Company, upon the instruction of the Representatives, registers the Warrants in the name of any person or entity to whom any Underwriter intends to sell such Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Warrants (and the Company shall be required to re-register such Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Warrants shall fail to pay the purchase price of such Warrants). 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 Underwriters.

Delivery of the Offered Securities. The Company and the Selling Shareholders shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for Underwriters, ADRs evidencing the Firm Shares and (ii) the Pre-Funded Warrants ADSs 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. The Company and the Selling Shareholders shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for ADRs evidencing the Optional Shares ADSs the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option 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. The ADRs evidencing the Offered Securities and the certificates for the Shares represented by the Offered Securities shall be in definitive form and registered in such names and denominations as the Representative Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Offered Shares and (ii) the Pre-Funded Warrants 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. If Jefferies so elects, delivery of the Offered Securities may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, delivered to the Representative for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities Shares and the Pre-Funded Warrants shall be registered in such names and denominations as the Representative shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliverOn the First Closing Date and, or cause to be deliveredas the case may be, on the Option Closing Date, immediately after issuing the certificat du dépositaire, the Registrar shall: (i) send to Euroclear France, in the name and on behalf of the Company, a lettre comptable for the creation of the Firm Shares (and, as the case may be, the Optional Shares) and of the Underlying Shares corresponding to the Firm ADSs (and, as the case may be, the Optional ADSs) and for credit thereof no later than on the First Closing Date (and, as the case may be, the Option Closing Date) in a securities account opened in the name and on behalf of the Company in the books of the Registrar; (ii) transfer and credit the Firm Shares (and, as the case may be, the Optional Shares) to a securities account opened in the books of Jefferies, as Representative of the Underwriters for purposes of settlement and delivery of the Offered Securities; and (iii) transfer the Underlying Shares corresponding to the Firm ADSs (and, as the case may be, the Optional ADSs) to Société Générale, as custodian under the Deposit Agreement, for the account of the Depositary against issuance of ADRs evidencing ADSs in accordance with the Deposit Agreement. Delivery of the Offered ADSs and/or the ADRs evidencing Offered ADSs shall be made through the facilities of The the Depository Trust Company (“DTC”) unless the Representative applicable Representatives shall otherwise instruct, . Prior to the Representative for the accounts of the several Underwriters certificates for the Firm Shares and (ii) the Pre-Funded Warrants at the First Closing Date, against the irrevocable release of a wire Company shall have taken all actions and made all necessary filings with Euronext and Euroclear France, and with the Depositary and DTC, to facilitate the transfer of immediately available funds for the amount of Offered Shares through Euroclear France and the purchase price thereforOffered ADSs through DTC. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for ADRs evidencing the Offered Securities ADSs shall be registered in such names and denominations as the Representative applicable Representatives shall have requested at least two one full business days day prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate). 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliverOn the First Closing Date and, or cause to be deliveredas the case may be, on the Option Closing Date, immediately after issuing the certificat du dépositaire, the Registrar shall: (i) send to Euroclear France, in the name and on behalf of the Company, a lettre comptable for the creation of the Initial Shares and of the Underlying ADS Shares corresponding to the Initial ADSs (and, as the case may be, the Option ADSs) and for credit thereof no later than on the First Closing Date (and, as the case may be, the Option Closing Date) in a securities account opened in the name and on behalf of the Company in the books of the Registrar; (ii) transfer and credit the Initial Shares to securities accounts as directed by the Representative; and (iii) transfer the Underlying ADS Shares corresponding to the Initial ADSs (and, as the case may be, the Option ADSs) to Société Générale, as custodian under the Deposit Agreement, for the account of the Depositary against issuance of ADRs evidencing Offered ADSs in accordance with the Deposit Agreement. Delivery of the Offered ADSs and/or the ADRs evidencing Offered ADSs shall be made through the facilities of The the Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, . Prior to the Representative for the accounts of the several Underwriters certificates for the Firm Shares and (ii) the Pre-Funded Warrants at the First Closing Date, against the irrevocable release of a wire Company shall have taken all actions and made all necessary filings with Euronext and Euroclear France, and with the Depositary and DTC, to facilitate the transfer of immediately available funds for the amount of Initial Shares through Euroclear France and the purchase price thereforOffered ADSs through DTC. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for ADRs evidencing the Offered Securities ADSs shall be registered in such names and denominations as the Representative shall have requested at least two one full business days day prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate). Time shall be of the essence, and that delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.]

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters certificates for the Firm Shares and (ii) agreements representing the Pre-Funded Firm Warrants 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. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Optional Shares and agreements representing the Optional Warrants, in each case that the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities Shares and the agreements representing the Offered Warrants shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares and (ii) Warrants in accordance with the Pre-Funded Warrants Underwriters’ instructions, 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. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless If the Representative shall otherwise instructso elects, delivery of the Offered Securities may be made by credit to the account designated by the Representative for through The Depository Trust Company’s full fast transfer or DWAC programs. If the accounts of Representative so elects, the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities Securities, if any, shall be registered in such names and denominations as the Representative shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate; provided, however, that if the Company, upon the instruction of the Representative, registers the Warrants in the name of any person or entity to whom any Underwriter intends to sell such Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Warrants (and the Company shall be required to re-register such Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Warrants shall fail to pay the purchase price of such Warrants). 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 Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, DTC to the Representative for the accounts of the several Underwriters certificates Underwriters, ADRs for the Firm Shares ADSs to be sold at the First Closing Date and (ii) the Pre-Funded Warrants at the First Closing Datedirection of an Underwriter, allot and issue Preferred Shares directly to any purchaser thereof, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. On receipt of payment for Preferred Shares, the Company shall record those purchasers as holders of the Preferred Shares in the Company’s register of members and promptly thereafter issue the purchasers of such shares with a share certificate. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, delivered to the Representative for the accounts of the several Underwriters, certificates ADRs for the Optional Shares ADSs the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for If the Representative so elects, delivery of the Offered Securities shall (other than the Preferred Shares) may be registered in such names and denominations as the Representative shall have requested at least two full business days prior made by credit to the First Closing Date (accounts designated by Jefferies through DTC’s full fast transfer or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designateDWAC programs. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, delivered to the Representative Representatives for the accounts of the several Underwriters certificates Underwriters, ADRs for the Firm ADSs and the Firm Shares and (ii) the Pre-Funded Warrants 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. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, delivered to the Representative Representatives for the accounts of the several Underwriters, certificates ADRs for the Optional ADSs and the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities (including ADRs evidencing Offered Securities in the form of ADSs) shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Offered Shares and (ii) the Pre-Funded Warrants 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. If the Representatives so elect, delivery of the Offered Securities may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative shall otherwise instruct, delivered to the Representative for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities Shares and the Pre-Funded Warrants shall be registered in such names and denominations as the Representative shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares and (ii) unless the Representatives shall otherwise instruct, to the Representatives for the respective accounts of the several Underwriters, the Pre-Funded Warrants 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. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. 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 Underwriters.

Delivery of the Offered Securities. The Company shall deliver, or cause to be delivered, (i) through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters certificates for the Firm Shares and (ii) unless the Representatives shall otherwise instruct, to the Representatives, for the respective accounts of the several Underwriters, the Pre-Funded Warrants 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. The Company shall also deliver, or cause to be delivered, through the facilities of DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option 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. The certificates for the Offered Securities shall be registered in such names and denominations as the Representative Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option 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 applicable Option Closing Date, as the case may be) at a location in New York City as the Representative Representatives may designate. 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 Underwriters.