Common use of Delivery of the Shares and Payment Therefor Clause in Contracts

Delivery of the Shares and Payment Therefor. Delivery to the Underwriter of the Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx at 10:00 a.m., St. Petersburg, Florida time, on August 20, 2014, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 20, 2014, as the Underwriter shall designate by written notice to the Company and the Selling Stockholders (the time and date of such closing are called the “Closing Date”). The place of closing for the Shares and the Closing Date may be varied by agreement among the Underwriter and the Selling Stockholders. The Selling Stockholders hereby acknowledge that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. Certificates for the Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the business day preceding the Closing Date. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”). Certificates evidencing the Shares to be purchased hereunder shall be delivered to you on the Closing Date against payment of the purchase price therefore by wire transfer of immediately available funds to accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date by the Selling Stockholders. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the Underwriter, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Health Insurance Innovations, Inc.)

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Delivery of the Shares and Payment Therefor. Delivery to the Underwriter Underwriters of the Firm Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx at 10:00 a.m., St. Petersburg, Florida time, on August 20May 27, 20142015, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 20May 27, 20142015, as the Underwriter Representatives shall designate by written notice to the Company and the Selling Stockholders (the time and date of such closing are called the “Closing Date”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement among the Underwriter Representatives, the Company and the Selling Stockholders. The Each of the Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Underwriter Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Underwriter Representatives to recirculate to the public copies of an amended or supplemented ProspectusProspectus or a delay as contemplated by the provisions of Section 10 hereof. Certificates Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, at 10:00 a.m., St. Petersburg, Florida time, on such date (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor, unless you, the Company and the Selling Stockholders otherwise agree in writing, earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company and the Selling Stockholders, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement among you, the Company and the Selling Stockholders. The Firm Shares and any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as delivered to you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than by the business day preceding Custodian on the Closing Date or the Additional Closing Date. Delivery of , as the Shares shall be made case may be, through the facilities of The Depository Trust Company (“DTC”). Certificates evidencing the Shares to be purchased hereunder shall be delivered to you on the Closing Date ) against payment of the purchase price therefore by wire transfer of immediately available funds to accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholders. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representatives to the Selling Stockholders. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx & Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the UnderwriterUnderwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder, provided that the Representatives agree to pay New York State stock transfer taxes, if applicable, and each Selling Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated, and (ii) the Representatives are authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Malibu Boats, Inc.)

Delivery of the Shares and Payment Therefor. Delivery to the Underwriter of the Firm Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx & Associatesthe Underwriter, Inc., 000 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx at 10:00 a.m., St. Petersburg, Florida time, on August 20June 2, 20142015, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 20, 2014, as the Underwriter shall designate by written notice to the Company and the Selling Stockholders (the time and date of such closing are called the “Closing Date”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement among between the Underwriter and the Selling StockholdersCompany. The Selling Stockholders Company hereby acknowledge acknowledges that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. Certificates Delivery to the Underwriter of and payment for the any Additional Shares to be purchased hereunder by the Underwriter shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.made at the offices of the Underwriter, 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, at 10:00 a.m., St. Petersburg, Florida time, not later than on such date (the business day preceding “Additional Closing Date”) (which may be the same as the Closing Date. Delivery , but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the Shares notice hereinafter referred to) as shall be made through specified in a written notice, from the facilities Underwriter to the Company, of the Underwriter’s determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriter is exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The Depository Trust Company (“DTC”)place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between the Underwriter and the Company. Certificates evidencing the The Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you the Underwriter on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to accounts the account(s) specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Selling StockholdersCompany. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery Delivery of the Shares to shall be sold by such Selling Stockholder to made through the Underwriter, or facilities of The Depositary Trust Company unless the Underwriter shall otherwise in connection with the performance of such Selling Stockholder’s obligations hereunderinstruct.

Appears in 1 contract

Samples: Underwriting Agreement (Celadon Group Inc)

Delivery of the Shares and Payment Therefor. Delivery to the Underwriter Underwriters of the Firm Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx at 10:00 a.m., St. Petersburg, Florida time, on August 20July [ ], 2014, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 20July [ ], 2014, as the Underwriter Representatives shall designate by written notice to the Company and the Selling Stockholders (the time and date of such closing are called the “Closing Date”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement among the Underwriter Representatives, the Company and the Selling Stockholders. The Each of the Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Underwriter Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Underwriter Representatives to recirculate to the public copies of an amended or supplemented ProspectusProspectus or a delay as contemplated by the provisions of Section 10 hereof. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, at 10:00 a.m., St. Petersburg, Florida time, on such date (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor, unless you, the Company and the Selling Stockholders otherwise agree in writing, earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representatives on behalf of the Underwriters to the Company and the Selling Stockholders, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement among you, the Company and the Selling Stockholders. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the business day preceding the Closing Date or the Additional Closing Date, as the case may be. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”). Certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Company and the Selling Stockholders. Payment for the Shares sold by the Company hereunder shall be delivered by the Representatives to the Company. Payment for the Shares sold by the Selling Stockholders hereunder shall be delivered by the Representatives to the Selling Stockholders. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx & Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Selling Stockholder Shares to be sold by such Selling Stockholder to the UnderwriterUnderwriters, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder, provided that the Representatives agree to pay New York State stock transfer taxes, if applicable, and each Selling Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated, and (ii) the Representatives are authorized to deduct for such payment any such amounts from the proceeds to such Selling Stockholder hereunder and to hold such amounts for the account of such Selling Stockholder.

Appears in 1 contract

Samples: Underwriting Agreement (Malibu Boats, Inc.)

Delivery of the Shares and Payment Therefor. Certificates for the Shares to be purchased by the Underwriters hereunder, in definitive form and in such denominations and registered in such names as Raymxxx Xxxex & Xssociates, Inc. may request upon at least 48 hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Underwriters for their respective accounts, against payment by the Underwriters as provided herein. Payment shall be made with respect to the purchase price for the Firm Shares and any Additional Shares purchased from the Company if any Additional Shares are purchased hereunder, to the Company by official bank check or checks payable to the order of the Company, in New York Clearing House next day funds against delivery of the certificates for the Firm Shares or Additional Shares purchased from the Company, as the case may be. Delivery to the Underwriter Underwriters of the Firm Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx Raymxxx Xxxex & AssociatesXssociates, Inc., 000 880 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx Xxxxxxx, xx 10:00 a.m., St. Petersburg, Florida time, four business days after the date hereof (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Raymxxx Xxxex & Xssociates, Inc., 880 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, xx 10:00 a.m., St. Petersburg, Florida time, on August 20, 2014, such date or such other place, time and date not dates (the "Additional Closing Date" (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than 1:30 p.m., St. Petersburg, Florida time, on August 20, 2014ten business days after the giving of the notice hereinafter referred to), as the Underwriter shall designate by be specified in a written notice from you on behalf of the Underwriters to the Company, of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company and by you at any time within 30 days after the Selling Stockholders (date upon which the time and date of such closing are called Registration Statement is declared effective by the “Closing Date”)Commission. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement among the Underwriter between you and the Selling Stockholders. The Selling Stockholders hereby acknowledge that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. Certificates for the Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the business day preceding the Closing Date. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”). Certificates evidencing the Shares to be purchased hereunder shall be delivered to you on the Closing Date against payment of the purchase price therefore by wire transfer of immediately available funds to accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date by the Selling Stockholders. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder to the Underwriter, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Fidelity National Corp /Ga/)

Delivery of the Shares and Payment Therefor. Delivery to the Underwriter Underwriters of the Firm Shares and payment therefor shall be made at through the offices facilities of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx the Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing at 10:00 a.m., St. Petersburg, Florida time, on August July 20, 20142021, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August July 20, 2014, 2021 as the Underwriter Representative shall designate by written notice to the Company and the Selling Stockholders (the time and date of such closing are called the “Closing Date”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement among between the Underwriter Representative and the Selling StockholdersCompany. The Selling Stockholders hereby acknowledge that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders or the Underwriter to recirculate Delivery to the public copies Underwriters of an amended or supplemented Prospectus. Certificates for the any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than by the business day preceding the Closing Date. Delivery of the Shares Underwriters shall be made through the facilities of The Depository Trust Company (“DTC”). Certificates evidencing the Shares to be purchased hereunder shall be delivered to you on the Closing Date DTC against payment of the purchase price therefore by wire transfer of immediately available funds to accounts an account specified in writingwriting at 10:00 a.m., not later St. Petersburg, Florida time, on such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the close of business on the business day next preceding the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Company, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Selling StockholdersCompany. Each Selling Stockholder hereby agrees Electronic transfer of the Shares shall be made at the time of purchase in such names and in such denominations as the Representative shall specify. It is understood that it will pay all stock transfer taxesthe Representative has been authorized, stamp duties for its own account and other similar taxesthe accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, payable upon that the sale or delivery Underwriters have agreed to purchase. Rxxxxxx Jxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be sold purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Selling Stockholder to the Underwriter, or otherwise in connection with the performance but any such payment shall not relieve such Underwriter from any of such Selling Stockholder’s its obligations hereunderunder this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Byrna Technologies Inc.)

Delivery of the Shares and Payment Therefor. Delivery to the Underwriter of the Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc.the Underwriter, 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx at 10:00 a.m., St. Petersburg, Florida time, on August 2024, 20142015, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 2024, 2014, 2015 as the Underwriter shall designate by written notice to the Company and the Selling Stockholders Stockholder (the time and date of such closing are called the “Closing Date”). The place of closing for the Shares and the Closing Date may be varied by agreement among between the Underwriter Underwriter, the Company and the Selling StockholdersStockholder. The Selling Stockholders Stockholder hereby acknowledge acknowledges that circumstances under which the Underwriter may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders Stockholder or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. Certificates for the Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the business day preceding the Closing Date. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”). Certificates evidencing the Shares to be purchased hereunder shall be delivered to you the Underwriter on the Closing Date against payment of the purchase price therefore therefor by wire transfer of immediately available funds to accounts the account(s) specified in writing, not later than the close of business on the business day next preceding the Closing Date by the Selling StockholdersStockholder. Each Delivery of the Shares shall be made through the facilities of The Depositary Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. The Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such the Selling Stockholder to the Underwriter, or otherwise in connection with the performance of such the Selling Stockholder’s obligations hereunder. The Selling Stockholder has not solicited, nor is relying upon, the Underwriter’s advice regarding such taxes or similar fees.

Appears in 1 contract

Samples: Underwriting Agreement (ORBCOMM Inc.)

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Delivery of the Shares and Payment Therefor. Delivery to the Underwriter Underwriters of the Firm Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc., 000 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 at 10:00 a.m., St. Petersburg, Florida time, on August 20September 22, 20142020, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 20October 2, 20142020, as the Underwriter Representative shall designate by written notice to the Company and the Selling Stockholders (the time and date of such closing are called the “Closing Date”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement among between the Underwriter Representative and the Selling StockholdersCompany. The Selling Stockholders Company hereby acknowledge acknowledges that circumstances under which the Underwriter Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders Company or the Underwriter Representative to recirculate to the public copies of an amended or supplemented ProspectusProspectus or a delay as contemplated by the provisions of Section 11 hereof. Certificates Delivery to the Underwriters of and payment for the any Additional Shares to be purchased hereunder by the Underwriters shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.made at the offices of Rxxxxxx Jxxxx & Associates, Inc., 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, at 10:00 a.m., St. Petersburg, Florida time, not later than on such date or dates (the business day preceding “Additional Closing Date”) (which may be the same as the Closing Date. Delivery , but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the Shares notice hereinafter referred to) as shall be made through specified in a written notice, from the facilities Representative on behalf of the Underwriters to the Company, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The Depository Trust Company (“DTC”)place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates evidencing the The Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price per Share therefore by wire transfer of immediately available funds to accounts an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Selling StockholdersCompany. Each Selling Stockholder hereby agrees Payment for the Shares sold by the Company hereunder shall be delivered by the Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that it will pay all stock transfer taxesthe Representative has been authorized, stamp duties for its own account and other similar taxesthe accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, payable upon that the sale or delivery Underwriters have agreed to purchase. Rxxxxxx Jxxxx & Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be sold purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Selling Stockholder to the Underwriter, or otherwise in connection with the performance but any such payment shall not relieve such Underwriter from any of such Selling Stockholder’s its obligations hereunderunder this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Adamis Pharmaceuticals Corp)

Delivery of the Shares and Payment Therefor. Delivery to the Underwriter Underwriters of the Firm Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc., 000 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 at 10:00 a.m., St. Petersburg, Florida time, on August 206, 20142018, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 2016, 20142018, as the Underwriter Representative shall designate by written notice to the Company and the Selling Stockholders (the time and date of such closing are called the “Closing Date”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement among between the Underwriter Representative and the Selling StockholdersCompany. The Selling Stockholders Company hereby acknowledge acknowledges that circumstances under which the Underwriter Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders Company or the Underwriter Representative to recirculate to the public copies of an amended or supplemented ProspectusProspectus or a delay as contemplated by the provisions of Section 11 hereof. Certificates Delivery to the Underwriters of and payment for the any Additional Shares to be purchased hereunder by the Underwriters shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m.made at the offices of Rxxxxxx Jxxxx & Associates, Inc., 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000, at 10:00 a.m., St. Petersburg, Florida time, not later than on such date or dates (the business day preceding “Additional Closing Date”) (which may be the same as the Closing Date. Delivery , but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the Shares notice hereinafter referred to) as shall be made through specified in a written notice, from the facilities Representative on behalf of the Underwriters to the Company, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth the aggregate number of Additional Shares as to which the Underwriters are exercising the option. The Depository Trust Company (“DTC”)place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company. Certificates evidencing the The Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price per Share therefore by wire transfer of immediately available funds to accounts an account specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Selling StockholdersCompany. Each Selling Stockholder hereby agrees Payment for the Shares sold by the Company hereunder shall be delivered by the Representative to the Company. Delivery of the Shares shall be made through the facilities of The Depositary Trust Company unless the Representative shall otherwise instruct. It is understood that it will pay all stock transfer taxesthe Representative has been authorized, stamp duties for its own account and other similar taxesthe accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, payable upon that the sale or delivery Underwriters have agreed to purchase. Rxxxxxx Jxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be sold purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Selling Stockholder to the Underwriter, or otherwise in connection with the performance but any such payment shall not relieve such Underwriter from any of such Selling Stockholder’s its obligations hereunderunder this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Adamis Pharmaceuticals Corp)

Delivery of the Shares and Payment Therefor. Delivery to the Underwriter Underwriters of the Firm Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx Xxxxxxx, at 10:00 a.m., St. Petersburg, Florida time, on August 20________, 2014, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 20, 2014, as the Underwriter shall designate by written notice to the Company and the Selling Stockholders 1999 (the time and date of such closing are called the “"Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement among between the Underwriter Representative and the Selling StockholdersCompany. The Selling Stockholders hereby acknowledge that circumstances under Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, at 10:00 a.m., Florida time, on such date or dates (the "Additional Closing Date") (which may be the Underwriter may provide notice to postpone same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as originally scheduled include shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given to the Company by you at any determination time within 30 days after the date of the Prospectus. The place of closing for the Additional Shares and the Additional Closing Date may be varied by agreement between you and the Company, the Selling Stockholders or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Delivery of the Shares Such certificates shall be made through available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., Florida time, on the facilities of business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The Depository Trust Company (“DTC”). Certificates certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore therefor by wire transfer of immediately available funds to accounts specified certified or official bank check or checks payable in writing, not later than New York Clearing House (next day) funds. Payment for the close of business on the business day next preceding the Closing Date Firm Shares sold by the Selling Stockholders. Each Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon Company hereunder shall be delivered by the sale or delivery of the Shares to be sold by such Selling Stockholder Representative to the Underwriter, or otherwise in connection with the performance of such Selling Stockholder’s obligations hereunderCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Priority Healthcare Corp)

Delivery of the Shares and Payment Therefor. Delivery to the Underwriter Underwriters of the Firm Shares and payment therefor shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx at 10:00 a.m., St. Petersburg, Florida time, on August 20January 30, 2014, 2017 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on August 20February 2, 2014, 2017 as the Underwriter Representative shall designate by written notice to the Company and the Selling Stockholders (the time and date of such closing are called the “Closing Date”). The place of closing for the Firm Shares and the Closing Date may be varied by agreement among between the Underwriter Representative and the Company. The Company and the Selling Stockholders. The Selling Stockholders Shareholders hereby acknowledge that circumstances under which the Underwriter Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Selling Stockholders Shareholders or the Underwriter Representative to recirculate to the public copies of an amended or supplemented ProspectusProspectus or a delay as contemplated by the provisions of Section 11 hereof. Certificates Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, at 10:00 a.m., St. Petersburg, Florida time, on such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to, unless otherwise agreed to by the Representative and the Company) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Company, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Shares. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Shares are to be registered. The place of closing for the Additional Shares and any Additional Closing Date may be varied by agreement between the Representative and the Company. Certificates, if any, for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., St. Petersburg, Florida time, not later than the second full business day preceding the Closing Date or any Additional Closing Date, as the case may be. Delivery of the Shares Such certificates shall be made through available to you in St. Petersburg, Florida for inspection and packaging not later than 9:30 a.m., St. Petersburg, Florida time, on the facilities of business day immediately preceding the Closing Date or any Additional Closing Date, as the case may be. The Depository Trust Company (“DTC”). Certificates certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or any Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or any Additional Closing Date, as the case may be, by the Company and the Selling Shareholders. Payment for the Shares sold by the Company hereunder shall be delivered by the Representative to the Company. Payment for the Shares sold by the Selling StockholdersShareholders hereunder shall be delivered by the Representative to the Custodian (as defined herein). It is understood that you have been authorized, for your own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Share for the Firm Shares and the Additional Shares, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by it by the Closing Date or any Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each Selling Stockholder Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Shares to be sold by such Selling Stockholder Shareholder to the Underwriterseveral Underwriters, or otherwise in connection with the performance of such Selling StockholderShareholder’s obligations hereunderhereunder and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of such Selling Shareholder with the Custodian under the Custody Agreement (as defined herein).

Appears in 1 contract

Samples: Underwriting Agreement (Smartfinancial Inc.)

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