Common use of Delivery of the Offered Shares Clause in Contracts

Delivery of the Offered Shares. The Company and the Selling Shareholders, through the facilities of the Depository Trust Company ("DTC"), shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters a securities entitlement with respect to the Firm Shares to be sold by them at the First Closing Date, in each case against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, shall also deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, a securities entitlement with respect to 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, in each case against the receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. At least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be), (i) each Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock (the "Transfer Agent") any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each Selling Shareholder shall authorize the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares 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). Upon delivery, the Offered Shares shall be registered in the name of Cede & Co., as nominee for DTC. 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 Shares. The Company and the Selling Shareholders, through the facilities of the Depository Trust Company ("DTC"), Shareholder shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Representative Representatives for the accounts of the Representatives and the several Underwriters a securities entitlement with respect to the Firm Shares to be sold by them at the First Closing Date, in each case against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, Selling Shareholder shall also deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, a securities entitlement with respect to credit representing the Optional Offered Shares that the Representatives and the Underwriters have agreed to purchase from them 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 or the applicable Option Second Closing Date, as the case may be, in each case against the receipt irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. At Notwithstanding the foregoing, to the extent the Representatives so elect at least three (3) full business days prior to the First Closing Date or the Second Closing Date, as the case may be, the Selling Shareholder shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Firm Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from it at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the applicable Option Second Closing Date, as the case may be), (i) each Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock (the "Transfer Agent") any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each Selling Shareholder shall authorize the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares shall be registered in such names and denominations as made available for inspection on the Representative shall have requested at least two full business days prior to day preceding the First Closing Date (or the applicable Option Second Closing Date, as the case may be). Upon delivery, ) at a location in San Francisco as the Offered Shares shall be registered in the name of Cede & Co., as nominee for DTC. 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 UnderwritersRepresentatives may designate.

Delivery of the Offered Shares. The Company and the Selling Shareholders, through the facilities of the Depository Trust Company ("DTC"), shall deliver, or cause to be delivered, to the Representative Representatives for the accounts of the several Underwriters a securities entitlement with respect to certificates for the Firm Shares to be sold by them at the First Closing Date, or evidence of the transfer of the Firm Shares to a designated account of the Underwriters in each case the name of Cede & Co. on behalf of the Depository Trust Company (“DTC”) against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, shall also deliver, or cause to be delivered, to the Representative Representatives for the accounts of the several Underwriters, a securities entitlement with respect to 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, or evidence of the transfer of the Firm Shares to a designated account of the Underwriters in each case the name of Cede & Co. on behalf of DTC, against the receipt irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. At least two full business days prior to If certificates for the Offered Shares will be delivered at the First Closing Date (or the applicable Option Closing Date, as the case may be), (i) each Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock (the "Transfer Agent") any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each Selling Shareholder shall authorize the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares 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). Upon delivery, the Offered Shares ) and shall be registered in made available for inspection on the name of Cede & Co.business day preceding the First Closing Date (or the applicable Option Closing Date, as nominee for DTCthe case may be) at a location in New York City as the 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 Shares. The Company shall issue and the Selling ShareholdersShareholder shall transfer the Firm Shares, through the facilities of the Depository Trust Company ("DTC"), and each shall deliver, or cause to be delivered, to the Representative Representatives for the accounts of the several Underwriters a securities entitlement with respect to certificates for the Firm Shares to be sold by them at the First Closing Date, in each case against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, Selling Shareholder shall also transfer the Optional Shares and deliver, or cause to be delivered, to the Representative Representatives for the accounts of the several Underwriters, a securities entitlement with respect to certificates for the Optional Shares the Underwriters have agreed to purchase from them it at the First Closing Date or the applicable Option Closing Date, as the case may be, in each case against the receipt irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. At least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be), (i) each the Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock (the "“Transfer Agent"”) any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the transfer and delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each the Selling Shareholder shall authorize the Transfer Agent to arrange for the issuance, transfer and delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares 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). Upon delivery, the Offered Shares shall be registered in the name of Cede & Co., as nominee for DTC. 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 Shares. The Company and the Selling Shareholders, through the facilities Offered Shares to be purchased by each Underwriter hereunder shall be represented by one or more definitive global shares in book-entry form which will deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"), ”) or its designated custodian. The Company shall deliver, or cause to be delivered, the Firm Shares to the Representative for the accounts of the several Underwriters a securities entitlement with respect to the Firm Shares to be sold by them at the First Closing Date, in each case against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor, by causing DTC to credit the Firm Shares to the account of the Representative at DTC. The Company and WEDGE, through the facilities of DTC, shall also deliver, or cause to be delivered, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or an Option Closing Date, as the case may be, to the Representative for the accounts of the several Underwriters, a securities entitlement with respect to 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, in each case against the receipt irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. At least two full business days prior , by causing DTC to credit the Optional Shares to the First Closing Date (or the applicable Option Closing Date, as the case may be), (i) each Selling Shareholder shall deliver to the transfer agent and registrar account of the Common Stock (the "Transfer Agent") any Representative at DTC. The certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each Selling Shareholder shall authorize the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares 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). Upon delivery, the Offered Shares ) and shall be registered in made available for inspection on the name of Cede & Co.business day preceding the First Closing Date (or the applicable Option Closing Date, as nominee for DTCthe 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 Shares. The Company and the Selling Shareholders, through the facilities of the Depository Trust Company ("DTC"), Stockholders shall deliver, or cause to be delivered, a credit representing the Firm Offered Shares to an account or accounts at The Depository Trust Company as designated by the Representative Representatives for the accounts of the Representatives and the several Underwriters a securities entitlement with respect to the Firm Shares to be sold by them at the First Closing Date, in each case against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, shall also deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, a securities entitlement with respect to credit representing the Optional Offered Shares that the Representatives and the Underwriters have agreed to purchase from them 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 or the applicable Option Second Closing Date, as the case may be, in each case against the receipt irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. At Notwithstanding the foregoing, to the extent the Representatives so elect at least three (3) 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 Offered Shares and the Optional Offered Shares the Underwriters have agreed to purchase from them at the First Closing Date or the Second Closing Date, as the case may be. In such case, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two (2) full business days prior to the First Closing Date (or the applicable Option Second Closing Date, as the case may be), (i) each Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock (the "Transfer Agent") any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each Selling Shareholder shall authorize the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares shall be registered in such names and denominations as made available for inspection on the Representative shall have requested at least two full business days prior to day preceding the First Closing Date (or the applicable Option Second Closing Date, as the case may be). Upon delivery, ) at a location in San Francisco as the Offered Shares shall be registered in the name of Cede & Co., as nominee for DTC. 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 UnderwritersRepresentatives may designate.

Delivery of the Offered Shares. The Company and the Selling Shareholders, through the facilities of the Depository Trust Company ("DTC"), shall deliver, or cause to be delivereddelivered through the facilities of DTC unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters a securities entitlement with respect to book-entry positions for the Firm Shares to be sold by them at the First Closing Date, in each case against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, shall also deliver, or cause to be delivereddelivered through the facilities of DTC unless the Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, a securities entitlement with respect to book-entry positions for the Optional Option 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, in each case against the receipt release of a wire transfer of immediately available funds for the amount of the purchase price therefor. At least two full business days prior to If the First Closing Date (or the applicable Option Closing DateRepresentatives so elect, as the case may be), (i) each Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock (the "Transfer Agent") any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each Selling Shareholder shall authorize the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares shall 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 the Representatives through The Depository Trust Company’s full fast transfer or the applicable Option Closing Date, as the case may be). Upon delivery, the Offered Shares shall be registered in the name of Cede & Co., as nominee for DTCDWAC 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. In the event that the Firm Shares (and Option Shares, if elected by the Representatives) are not delivered to the Representatives by 2:30 p.m., New York City time, on the First Closing Date (and the Option Closing Date, if elected by the Representatives), the Company will return payment of the full purchase price to the Underwriter’s agent, Pershing LLC, via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the purchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC.

Delivery of the Offered Shares. The Company and the Selling Shareholders, through the facilities of the Depository Trust Company ("DTC"), shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters a securities entitlement with respect to the Firm Shares to be sold by them at the First Closing Date, in each case against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, shall also deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, a securities entitlement with respect to 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, in each case against the receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. At least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be), (i) each Selling Shareholder or the Custodian, if applicable, shall deliver to the transfer agent and registrar of the Common Stock (the "Transfer Agent") any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each Selling Shareholder or the Custodian, if applicable, shall authorize the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares 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). Upon delivery, the Offered Shares shall be registered in the name of Cede & Co., as nominee for DTC. 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 Shares. The Company and the Selling Shareholders, through the facilities of the Depository Trust Company ("DTC"), shall deliver, or cause to be delivered, delivered to the Representative for the accounts of the several Underwriters a securities entitlement with respect to certificates for the Firm Shares to be sold by them at the First Closing Date, in each case against receipt release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, shall also deliver, or cause to be delivered, delivered to the Representative for the accounts of the several Underwriters, a securities entitlement with respect to 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, in each case against the receipt release of a wire transfer of immediately available funds for the amount of the purchase price therefor. At least two If the Representative so elects, delivery of the Offered Shares may be made by credit through full business days prior fast transfer to the accounts at DTC designated by the Representative. Certificates representing the Offered Shares in definitive form and in such denominations and registered in such names as the Representative has set forth in the notice of option exercise, or evidence of their issuance, will be made available for checking at a reasonable time preceding the First Closing Date (or the applicable Option Closing Date, as applicable, at the case office of Pxxxx Xxxxxxx & Co., 800 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be)be mutually acceptable. In the event that the Firm Shares (and Optional Shares, (iif elected by the Representative) each Selling Shareholder shall deliver are not delivered to the transfer agent and registrar of the Common Stock (the "Transfer Agent") any certificates evidencing shares of Common Stock (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each Selling Shareholder shall authorize the Transfer Agent to arrange for the delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full business days prior to by 2:30 p.m., New York City time, on the First Closing Date (or and the applicable Option Closing Date, as if elected by the case may beRepresentative). Upon delivery, the Offered Shares shall be registered in the name of Cede & Co., as nominee for DTC. Time shall be Company will return payment of the essence, and delivery at the time and place specified in this Agreement is a further condition full purchase price to the obligations Representative’s agent, Pershing LLC, via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the Underwriterspurchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC.

Delivery of the Offered Shares. The Company shall issue the Firm Shares, and the Selling Shareholders, through the facilities of the Depository Trust Company ("DTC"), shall deliver, or cause to be delivered, to the Representative Representatives for the accounts of the several Underwriters a securities entitlement with respect to certificates for the Firm Shares to be sold by them it at the First Closing Date, in each case against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company and WEDGE, through the facilities of DTC, Selling Shareholder shall also transfer the Optional Shares and deliver, or cause to be delivered, to the Representative Representatives for the accounts of the several Underwriters, a securities entitlement with respect to certificates for the Optional Shares the Underwriters have agreed to purchase from them it at the First Closing Date or the applicable Option Closing Date, as the case may be, in each case against the receipt irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. At least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be), (i) each the Selling Shareholder shall deliver to the transfer agent and registrar of the Common Stock Shares (the "“Transfer Agent"”) any certificates evidencing shares of Common Stock Shares (to the extent that the Transfer Agent requires delivery of such certificates) necessary to cause the Transfer Agent to arrange for the transfer and delivery of the Offered Shares in accordance with the provisions of this Section 2(f) and authorize and instruct the Transfer Agent to cancel any such certificates and (ii) each of the Company and each the Selling Shareholder shall authorize the Transfer Agent to arrange for the issuance, transfer and delivery of the Offered Shares in accordance with the provisions of this Section 2(f). The Offered Shares 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). Upon delivery, the Offered Shares shall be registered in the name of Cede & Co., as nominee for DTC. 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.