Common use of Delivery of the Shares Clause in Contracts

Delivery of the Shares. The Company shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company (“DTC”), for the account of the Underwriter, the Primary Firm Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each Selling Stockholder shall deliver to the Underwriter at the First Closing Date certificates representing the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, for the account of the Underwriter, any Overallotment Shares the Underwriter has agreed to purchase at the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The documents to be delivered on the First Closing Date (or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Bracewell & Gxxxxxxx LLP, 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter 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 Underwriter.

Delivery of the Shares. The Company shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company (“DTC”), for the account of the Underwriter, the Primary Firm Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each Selling Stockholder shall deliver to the Underwriter at the First Closing Date certificates representing the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, for the account of the Underwriter, any Overallotment Shares the Underwriter has agreed to purchase at the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Shares shall be in definitive form and registered in such names and denominations as the Underwriter shall have requested at least two full business days prior to the First Closing Date (or 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 Option Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other location in New York City as the Underwriter may designate (the “Designated Office”). The documents to be delivered on the First Closing Date (or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Bracewell & Gxxxxxxx LLPPxxxxxxxx, L.L.P., 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter may designate) and the Shares shall be delivered at the Designated Office, all on the First Closing Date (or Option Closing Date, as the case may be). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriter.

Delivery of the Shares. The Company shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company (“DTC”)Representatives, for the account accounts of the Underwriterseveral Underwriters, certificates for the Primary Firm Shares at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor or in such other manner of payment as the Company and the Representative may agree. Each Selling Stockholder The Company shall deliver also deliver, or cause to be delivered, to the Underwriter Representatives, for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase at the First Closing Date certificates representing or the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteedSecond Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor or in such other manner of payment as the Company and the Representative may agree. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, certificates for the account of the Underwriter, any Overallotment Shares the Underwriter has agreed to purchase at the First Closing Date or any Option Closing Date, shall be in definitive form and registered in such names and denominations as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The documents Representatives shall have requested at least two full business days prior to be delivered on the First Closing Date (or Option the Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement and shall be delivered at made available for inspection on the offices of Bracewell & Gxxxxxxx LLP, 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 business day preceding the First Closing Date (or at such other location the Second Closing Date, as the Underwriter 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. [The following Payment and Delivery provisions are to be inserted if Shares are being sold by the Company and by Selling Stockholders (or edited appropriately if Firm Shares or Optional Shares are being sold only by Selling Stockholders)] Payment for the Shares. Payment for the Firm Shares to be sold by the Company shall be made at the First Closing Date (and, if applicable, for the Optional Common Share at the Second Closing Date) by wire transfer of immediately available funds to a bank account designated in writing by the Company or in such other manner of payment as the Company and the Representative may agree. Payment for the Shares to be sold by the Selling Stockholders shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to a bank account designated in writing by the Selling Stockholder or in such other manner of payment as the Company and the Representative agree. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. [ ], individually and not as the 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 Representative by the First Closing Date or the Second 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.

Delivery of the Shares. The Company [and the Selling Stockholders] shall deliver, or cause to be delivered, to the Underwriter, through Representative for the facilities accounts of the Depository Trust Company (“DTC”), several Underwriters certificates for the account of the Underwriter, the Primary Firm Shares [to be sold by them] at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor or in such other manner of payment as the Company and the Representative may agree. Each The Company [and the Selling Stockholder Stockholders] shall deliver also deliver, or cause to be delivered, to the Underwriter Representative 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 certificates representing or the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteedSecond Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor or in such other manner of payment as the Company and the Representative may agree. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, certificates for the account of the Underwriter, any Overallotment Shares the Underwriter has agreed to purchase at the First Closing Date or any Option Closing Date, shall be in definitive form and registered in such names and denominations as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The documents Representative shall have requested at least two full business days prior to be delivered on the First Closing Date (or Option the Second Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement and shall be delivered at made available for inspection on the offices of Bracewell & Gxxxxxxx LLP, 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 business day preceding the First Closing Date (or at such other location the Second Closing Date, as the Underwriter 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 UnderwriterUnderwriters. Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Shares are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall request.

Delivery of the Shares. The Company shall deliver, or cause Delivery of the Firm Shares to be delivered, to sold by the Underwriter, through the facilities of the Depository Trust Company (“DTC”), for the account of the Underwriter, the Primary Firm Shares at the First Closing Date, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each Selling Stockholder , shall deliver to the Underwriter at the First Closing Date certificates representing the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, made through the facilities of DTC, for The Depository Trust Company unless the account of the Underwriter, any Overallotment Shares the Underwriter has agreed to purchase at the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The documents to be delivered on the First Closing Date (or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement Representatives shall be delivered at the offices of Bracewell & Gxxxxxxx LLP, 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter may designate)otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the UnderwriterUnderwriters. The FS Selling Stockholders shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The OS Selling Stockholders shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters have agreed to purchase from each of them, respectively, at the Closing Date or the Subsequent 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 Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the Closing Date (or the Subsequent Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the Closing Date (or the Subsequent Closing Date, as the case may be) at a location in New York City as the Representatives may designate.

Delivery of the Shares. The Company shall deliver, or cause to be delivered, to the UnderwriterRepresentatives, through the facilities of the Depository Trust Company (“DTC”), for the account of the UnderwriterUnderwriters, the Primary Firm Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each Selling Stockholder shall deliver to the Underwriter at the First Closing Date certificates representing the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the UnderwriterRepresentatives, through the facilities of DTC, for the account of the UnderwriterUnderwriters, any Overallotment Shares the Underwriter has Underwriters have agreed to purchase at on the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or 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 Option Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other location in New York City as the Representatives may designate (the “Designated Office”). The documents to be delivered on the First Closing Date (or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Bracewell King & Gxxxxxxx Spalding, LLP, 700 Xxxxxxxxx 1000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000XX, XxxxxxxXxxxxxxxxx, Xxxxx X.X. 00000 (or at such other location as the Underwriter Underwriters may designate) and the Shares shall be delivered at the Designated Office, all on the First Closing Date (or Option Closing Date, as the case may be). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the UnderwriterUnderwriters.

Delivery of the Shares. The Company shall deliver, or cause Shares to be deliveredpurchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Xxxxx & Co. may request upon at least 48 hours' prior notice to the UnderwriterCompany and the Selling Stockholder shall be delivered by or on behalf of the Selling Stockholder to Xxxxxxx, Sachs & Co., through the facilities of the Depository Trust Company (“DTC”), for the account of the Underwriter, the Primary Firm Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each Selling Stockholder shall deliver to the Underwriter at the First Closing Date certificates representing the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, for the account of the such Underwriter, any Overallotment Shares the against payment by or on behalf of such Underwriter has agreed to purchase at the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor by wire transfer of Federal (same-day) funds to the account specified by the Selling Stockholder to Xxxxxxx, Xxxxx & Co. at least 48 hours in advance. The Company and the Selling Stockholder will cause the certificates representing the Shares to be made available for checking and packaging at least 24 hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York time, on February 22, 2012 or such other time and date as Xxxxxxx, Sachs & Co., the Company and the Selling Stockholder may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by Xxxxxxx, Xxxxx & Co. in each written notice given by Xxxxxxx, Sachs & Co. of the Underwriters' election to purchase such Optional Shares, or such other time and date as Xxxxxxx, Xxxxx & Co., the Company and the Selling Stockholder may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery", each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery". The documents to be delivered on the First Closing Date (at each Time of Delivery by or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof will be delivered at the offices of Bracewell & Gxxxxxxx Underwriters' counsel: Xxxxx Xxxxx LLP, 700 One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such other location Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. Agreements of the Company. The Company agrees with each of the Underwriters: To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the Underwriter delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Shares; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of such order; Promptly from time to time to take such action as you may designate). Time reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference therein in order to comply with the Act or the Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the essenceShares at any time nine months or more after the time of issue of the Prospectus, and delivery upon your request but at the time expense of such Underwriter, to prepare and place specified deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act; To make generally available to its securityholders as soon as practicable, but in this Agreement is any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus (the "Company Lock-Up Period"), not to (A) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a further condition registration statement under the Act relating to, any securities of the Company that are substantially similar to the obligations Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the Underwritereconomic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Stock or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of Xxxxxxx, Xxxxx & Co.; provided, however, that if (1) during the last 17 days of the Company Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the Company Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Company Lock-Up Period, then in each case the Company Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless Xxxxxxx, Sachs & Co. waives, in writing, such extension; in the event of any announcement that gives rise to an extension of the Company Lock-Up Period or the Stockholder Lock-Up Period, the Company will provide Xxxxxxx, Xxxxx & Co. and, in the case of any announcement that gives rise to an extension of the Stockholder Lock-Up, the Selling Stockholder with prior notice of such announcement; To furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its consolidated subsidiaries for such quarter in reasonable detail; During a period of five years from the effective date of the Registration Statement, to furnish or make available to you copies of all reports or other communications (financial or other) furnished to stockholders, any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed.

Delivery of the Shares. The Company shall deliver, or cause to be delivered, to the Underwriter, through the facilities of the Depository Trust Company (“DTC”), for the account of the Underwriter, the Primary Firm Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each Selling Stockholder shall deliver to the Underwriter at the First Closing Date certificates representing the Secondary Outstanding Shares and/or Warrants to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefore. The Company shall deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, for the account of the Underwriter, the Warrant Shares at the First Closing Date, upon exercise of the Warrants by the Underwriter and receipt by the Company of a wire transfer of immediately available funds for the amount of the exercise price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, for the account of the Underwriter, any Overallotment Shares the Underwriter has agreed to purchase at the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The documents to be delivered on the First Closing Date (or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Bracewell & Gxxxxxxx LLP, 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter 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 Underwriter.

Delivery of the Shares. The Company shall deliver, or cause to be delivered, to the UnderwriterUnderwriters, through the facilities of the Depository Trust Company (“"DTC”"), for the account of the UnderwriterUnderwriters, the Primary Firm Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each The Selling Stockholder shall deliver to the Underwriter Underwriters at the First Closing Date certificates representing the Secondary Firm Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the UnderwriterUnderwriters, through the facilities of DTC, for the account of the UnderwriterUnderwriters, any Primary Overallotment Shares the Underwriter has Underwriters have agreed to purchase at the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Selling Stockholder shall also deliver to the Underwriters certificates representing any Secondary Overallotment Shares the Underwriters have agreed to purchase at the First Closing Date or any Option Closing Date, as the case may be, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The documents to be delivered on the First Closing Date (or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Bracewell & Gxxxxxxx Xxxxxxxx LLP, 700 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter Underwriters 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 UnderwriterUnderwriters.

Delivery of the Shares. The Unless otherwise instructed by the Underwriters, the Company shall deliver, or cause to be delivered, to the UnderwriterRepresentative, through the facilities of the Depository Trust Company (“DTC”), for the account of the UnderwriterUnderwriters, the Primary Firm Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each Selling Stockholder shall deliver to the Underwriter at the First Closing Date certificates representing the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the UnderwriterRepresentative, through the facilities of DTC, for the account of the UnderwriterUnderwriters, any Overallotment Shares the Underwriter has Underwriters have agreed to purchase at on the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Unless otherwise instructed by the Underwriters, the certificates for the Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested prior to the First Closing Date (or 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 Option Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other location in New York City as the Representative may designate (the “Designated Office”). The documents to be delivered on the First Closing Date (or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Bracewell Xxxxx & Gxxxxxxx Xxxxxxx LLP, 700 Xxxxxxxxx 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000X.X., XxxxxxxXxxxxxxxxx, Xxxxx XX 00000 (or at such other location as the Underwriter Underwriters may designate) and the Shares shall be delivered at the Designated Office, all on the First Closing Date (or Option Closing Date, as the case may be). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the UnderwriterUnderwriters.

Delivery of the Shares. The Company shall deliver, or cause to be delivered, to the UnderwriterRepresentative, through the facilities of the Depository Trust Company (“DTC”), for the account of the UnderwriterUnderwriters, the Primary Firm Shares at the First Closing Date, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. Each Selling Stockholder shall deliver to the Underwriter at the First Closing Date certificates representing the Secondary Shares to be sold by such Selling Stockholder in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the UnderwriterRepresentative, through the facilities of DTC, for the account of the UnderwriterUnderwriters, any Overallotment Shares the Underwriter has Underwriters have agreed to purchase at on the First Closing Date or any Option Closing Date, as the case may be, against receipt of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested prior to the First Closing Date (or 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 Option Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other location in New York City as the Representative may designate (the “Designated Office”). The documents to be delivered on the First Closing Date (or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall be delivered at the offices of Bracewell King & Gxxxxxxx Spalding LLP, 700 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxx XX 00000 (or at such other location as the Underwriter Underwriters may designate) and the Shares shall be delivered at the Designated Office, all on the First Closing Date (or Option Closing Date, as the case may be). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the UnderwriterUnderwriters.