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 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. 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 & Pxxxxxxxx, 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. (a) The Company shall deliver, or cause Shares to be deliveredpurchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request, shall be delivered by or on behalf of the Company to the Underwriter, Investors through the facilities of the The Depository Trust Company (“DTC”), ) or a custodian designated by DTC for the account of the Underwriter, the Firm Shares at the First Closing Dateeach Investor, against receipt payment by or on behalf of a wire transfer of immediately available funds for the amount each Investor of the purchase price therefortherefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to or such other time as the Underwriters and the Company shall also deliver, or cause may agree upon in writing (the “Closing Date”). The amount of proceeds to be delivered, delivered to the Underwriter, through Company on 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 and Representative’s Warrant sold will be in definitive form and registered in such names and denominations as the Underwriter shall have requested at least two full business days prior equal to the First Closing Date aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or Option Closing Date, as other compensation for such sales payable by the case may beCompany pursuant to Sections 2(b) and shall be made available for inspection on the business day preceding the First Closing Date 6(h) hereof, and (ii) any transaction fees imposed by any governmental or Option Closing Date, as the case may beself-regulatory organization in respect of such sales. (b) 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 at the First Closing Date (closing by or Option Closing Date, as the case may be) on behalf of the parties hereto pursuant to this Agreement shall Section 8 hereof, will be delivered at the offices of Bracewell & PxxxxxxxxLeClairRyan, L.L.P.A Professional Corporation, 700 Xxxxxxxxx counsel to the Underwriters, at 000 Xxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000 (Xxx Xxxx 00000, or at such other location place as the Underwriter Company and Underwriters may designate) and agree (the Shares shall “Closing Location”). A meeting will be delivered held at the Designated OfficeClosing Location at 3:00 p.m., all New York City time, on the First Closing Date (or Option New York Business Day next preceding the Closing Date, as at which meeting the case may be)final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. Time All actions taken at the closing shall be deemed to have occurred simultaneously. For the purposes of the essencethis Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and delivery at the time and place specified Friday which is not a day on which banking institutions in this Agreement is a further condition New York are generally authorized or obligated by law or executive order to the obligations of the Underwriterclose.

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 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. The Company shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTCRepresentatives, for the account accounts of the Underwriterseveral Underwriters, any Overallotment certificates for the Optional Shares the Underwriter has Underwriters have agreed to purchase at the First Closing Date or any Option the Second Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor or in such other manner of payment as the Company and the Representative may agree. The certificates for the Shares shall be in definitive form and registered in such names and denominations as the Underwriter Representatives shall have requested at least two full business days prior to the First Closing Date (or Option the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or Option the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the “Designated Office”). The documents to be delivered on the First Closing Date (or 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 & Pxxxxxxxx, L.L.P., 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter Representatives 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 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 shall deliver, or cause to be delivered, will deliver the Firm Shares to the Underwriter, Representatives through the facilities of the Depository Trust Company (“DTC”), ) for the account accounts of the Underwriter, the Firm Shares at the First Closing DateUnderwriters, against receipt of a wire transfer of immediately available funds for the amount payment of the purchase price therefortherefor in Federal (same day) funds by wire transfer drawn to the order of the Company, at 10:00 A.M., New York time, on August 21, 2023, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Shares. The Company shall also delivercertificates, or cause to be delivered, to the Underwriter, through the facilities of DTCif any, for the account of the Underwriter, any Overallotment Firm Shares the Underwriter has agreed so 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 delivered will be in definitive form form, in such denominations 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 Representatives may be) request and shall will be made available for inspection on the business day preceding the First Closing Date (or Option Closing Date, as the case may be) checking and packaging at the office of American Stock Transfer & Trust Company at least 24 hours prior to the Closing Date. Each time for the delivery of and payment for the Option Shares, being herein referred to as an “Option Closing Date,” which may be the Closing Date, shall be determined by the Representatives as provided above. The Company will deliver the Option Shares being purchased on each Option Closing Date to the Representatives through the facilities of DTC or its designated custodian or for the accounts of the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer drawn to the order of the Company at such other location in 10:00 A.M., New York City as time on the Underwriter may designate (the “Designated Office”)applicable Option Closing Date. The documents certificates, if any, for the Option Shares so to be delivered on will be in definitive form, in such denominations and registered in such names as the First Closing Date (or Representatives may request and will be made available for checking and packaging at the office of American Stock Transfer & Trust Company at least 24 hours prior to such 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 & Pxxxxxxxx, 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 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 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. 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 for representing 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 checking and packaging at least 24 hours prior to the business day preceding the First Closing Date Time of Delivery (or Option Closing Date, as the case may bedefined 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 at such other location 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 City 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 Underwriter Company and the Selling Stockholder may designate (agree upon in writing. Such time and date for delivery of the “Designated Office”)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 & PxxxxxxxxUnderwriters' counsel: Xxxxx Xxxxx LLP, L.L.P.One Shell Plaza, 700 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter may designate) "Closing Location"), and the Shares shall will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York City time, on the First Closing Date 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 delivery of a prospectus (or Option Closing Datein 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 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 Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and 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 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 registration statement under the Act relating to, any securities of the Company that are substantially similar to the 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 economic 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 may be). Time shall be of any announcement that gives rise to an extension of the essenceStockholder 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 delivery at the time statements of income, stockholders' equity and place specified in this Agreement is a further condition to the obligations cash flows of the UnderwriterCompany 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 UnderwriterRepresentatives, through the facilities of the Depository Trust Company (“DTC”), for the account of the UnderwriterUnderwriters, the 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. 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 Underwriter 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 Underwriter 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 & PxxxxxxxxSpalding, L.L.P.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. and Warrants at the Closing -------------------------------------------------- (i) The distribution of the Shares and Warrants to be purchased by the Purchasers (the "Closing") shall occur following the Execution Date on April 2, 2001 following the Execution Date at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 (the "Closing Date"). STOCK AND WARRANT PURCHASE AGREEMENT (ii) At the Closing, the Company shall deliverdeliver to the Purchaser one or more stock certificates and a fully executed Warrant or Warrants to purchase that number of shares of Common Stock as determined pursuant to Section 2.3 and as set forth in Exhibit A registered in the name of the Purchaser, or cause in such nominee name(s) as designated by the Purchaser in writing, representing the number of Securities set forth in Exhibit A. The name(s) in which the stock certificates and Warrants are to be delivered, registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. Prior to the UnderwriterPurchaser's delivery of payment for the Securities, through the facilities Company shall deliver via facsimile a copy of the Depository Trust Company (“DTC”), for stock certificate(s) and Warrants to be issued to the account Purchaser upon the Closing. The Company's obligation to complete the purchase and sale of the Underwriter, the Firm Shares Securities and deliver such stock certificate(s) and warrant agreement to each Purchaser at the First Closing Date, against shall be subject to the following conditions: (i) receipt by the Company of a wire transfer of immediately available same-day funds for in the full amount of the purchase price thereforfor the Securities being purchased hereunder; (ii) completion of the purchase and sale with the other Purchasers; and (iii) the accuracy of the representations and warranties made by the Purchaser as if made on the day of such Closing and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and Warrant(s) and to pay for the Securities evidenced thereby shall be subject only to the following conditions: (i) the accuracy in all material respects of the representations and warranties made by the Company shall also deliver, or cause herein and the fulfillment in all material respects of those undertakings of the Company to be deliveredfulfilled prior to Closing and (ii) the delivery by Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Company, 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 Purchaser of a wire transfer of immediately available funds for legal opinion in substantially the amount of the purchase price therefor. The certificates for the Shares shall be in definitive form and registered in such names and denominations attached hereto 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 & Pxxxxxxxx, 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.Exhibit B.

Delivery of the Shares. (a) The Company shall deliver, or cause Shares to be delivered, to the Underwriter, through the facilities purchased by each Underwriter hereunder will be represented by one or more definitive global certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”)) or its designated custodian. The Company will deliver the Shares to Deutsche Bank Securities Inc., for the account of the each Underwriter, the Firm Shares at the First Closing Date, against receipt payment by or on behalf of a wire transfer of immediately available funds for the amount such Underwriter of the purchase price therefortherefor by wire transfer of Federal (same-day) funds to the account specified by the Company to Deutsche Bank Securities Inc. at least forty-eight hours in advance, by causing DTC to credit the Shares to the account of Deutsche Bank Securities Inc. at DTC. The Company shall also deliver, will cause the global certificate or cause certificates representing the Shares to be delivered, made available to the Underwriter, through the facilities of DTC, Deutsche Bank Securities Inc. 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 checking at least two full business days twenty-four hours prior to the First Closing Date Time of Delivery (or Option Closing Date, as the case may bedefined below) 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) with respect thereto 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 time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on July 31, 2014 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Option Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Option Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,” such time and date for delivery of the Option 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.” (b) 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(i) hereof, will be delivered at the offices of Bracewell Xxxxxx Xxxxxxxx Xxxxx & PxxxxxxxxXxxxxxxx LLP, L.L.P.Xxx Xxxxxxx Xxxxx, 700 Xxxxxxxxx XxxxxxXxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxx Xxx Xxxx 00000 (or at such other location as the Underwriter may designate) “Closing Location”), and the Shares shall will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time, on the First Closing Date (or Option Closing DateNew York Business Day next preceding such Time of Delivery, as at which meeting the case may be). Time shall be final drafts of the essence, and delivery at the time and place specified in this Agreement is a further condition documents to be delivered pursuant to the obligations of preceding sentence will be available for review by the Underwriterparties hereto. “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 City are generally authorized or obligated by law or executive order to close.

Delivery of the Shares. Delivery of the Firm Shares to be sold by the Company at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor, shall be made through the facilities of The Depository Trust Company unless the Representatives shall 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 Underwriters. The FS Selling Stockholders shall deliver, or cause to be delivered, to the Underwriter, through Representatives for the facilities accounts of the Depository Trust Company (“DTC”), several Underwriters certificates for the account of the Underwriter, the 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 therefor. The Company OS Selling Stockholders shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, Representatives for the account accounts of the Underwriterseveral Underwriters, any Overallotment certificates for the Optional Shares the Underwriter has Underwriters have agreed to purchase from each of them, respectively, at the First Closing Date or any Option the Subsequent Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Shares shall be in definitive form and registered in such names and denominations as the Underwriter Representatives shall have requested at least two full business days prior to the First Closing Date (or Option the Subsequent 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 the Subsequent Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the “Designated Office”). The documents to be delivered on the First Closing Date (or 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 & Pxxxxxxxx, L.L.P., 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter Representatives 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 UnderwriterRepresentative, through the facilities of the Depository Trust Company (“DTC”), for the account of the UnderwriterUnderwriters, the 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. 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 Underwriter Representative 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 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 & PxxxxxxxxSpalding LLP, L.L.P.0000 Xxxxxx xx xxx Xxxxxxxx, 700 Xxxxxxxxx XxxxxxXxx Xxxx, Xxxxx 0000, 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.

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 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. 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 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 Underwriter Representative 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 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 & PxxxxxxxxXxxxxxx LLP, L.L.P., 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 [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 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. The Company [and the Selling Stockholders] shall also deliver, or cause to be delivered, to the Underwriter, through the facilities of DTC, Representative for the account accounts of the Underwriterseveral Underwriters, any Overallotment certificates for the Optional Shares the Underwriter has Underwriters have agreed to purchase [from them] at the First Closing Date or any Option the Second Closing Date, as the case may be, against receipt the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefortherefor or in such other manner of payment as the Company and the Representative may agree. The certificates for the Shares shall be in definitive form and registered in such names and denominations as the Underwriter Representative shall have requested at least two full business days prior to the First Closing Date (or Option the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or Option the Second Closing Date, as the case may be) at the office of DTC or its designated custodian or at such other a location in New York City as the Underwriter may designate (the “Designated Office”). The documents to be delivered on the First Closing Date (or 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 & Pxxxxxxxx, L.L.P., 700 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (or at such other location as the Underwriter Representative 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 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 To the extent that the Shares to be deliveredsold by such Selling Stockholder pursuant to this Agreement are in certificated form, delivery of the Shares to be sold by such Selling Stockholder and payment therefor pursuant to this Agreement will pass valid title to such Shares, free and clear of any adverse claim within the meaning of Section 8-102 of the UCC, to the Underwriter which has purchased such Shares without notice of an adverse claim. To the extent that the Shares to be sold by such Selling Stockholder pursuant to this Agreement are in book-entry form, upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriter, through the facilities of to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), for registration of such Shares in the account name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriter, the 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. 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 Underwriter (assuming that neither DTC nor the Underwriter has agreed to purchase at notice of any adverse claim (within the First Closing Date or any Option Closing Date, as the case may be, against receipt meaning of a wire transfer of immediately available funds for the amount Section 8-105 of the purchase price therefor. The certificates for the Shares UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in definitive form respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in such names the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and denominations applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Underwriter shall on the records of DTC will have requested at least two full business days prior been made pursuant 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 & Pxxxxxxxx, 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 UnderwriterUCC.