Non Delivery C15.1 Where the Goods, having been placed in transit, fail to be delivered to the Authority on the due date for delivery, the Authority shall, (provided that the Authority has been advised in writing of the dispatch of the Goods), within ten (10) Working Days of the notified date of delivery, give notice to the Contractor that the Goods have not been delivered and may request the Contractor free of charge to deliver substitute Goods within the timescales specified by the Authority or terminate the Contract in accordance with clause C13.4 (Delivery).
Closing; Delivery (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect.
(b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”
Closing Date Delivery 2 2.1 Closing.........................................................................................2
Late Delivery Supplier shall give DXC prompt notice of any prospective failure to ship Products or provide Services on the delivery date specified by DXC (the “Delivery Date”).
Document Delivery The Trust has delivered to Forum copies of (i) the Trust's Trust Instrument and Bylaws (collectively, as amended from time to time, "Organic Documents"), (ii) the Trust's Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Investment Company Act of 1940, as amended ("1940 Act")(the "Registration Statement"), (iii) the Trust's current Prospectus and Statement of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus"), (iv) each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder service plan or similar document adopted by the Trust ("Service Plan"), and (v) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish Forum with all amendments of or supplements to the foregoing. The Trust shall deliver to Forum a certified copy of the resolution of the Board of Trustees of the Trust (the "Board") appointing Forum and authorizing the execution and delivery of this Agreement.
POINTS OF RECEIPT AND DELIVERY The primary receipt and delivery points are set forth on Appendix A.
Deemed Delivery Unless shown to have been received earlier, such notice, instruction or other instrument shall be deemed to have been delivered, in the case of personal delivery, at the time it is left at the premises of the party, in the case of a registered letter at the expiration of five (5) business days after posting and, in the case of fax or electronic means, immediately on dispatch; provided that, if any document is sent by fax or electronic means outside normal business hours, it shall be deemed to have been received at the next time after delivery when normal business hours commence. Evidence that the notice, instruction, or other instrument was properly addressed, stamped, and put into the post shall be conclusive evidence of posting. In proving the service of notice sent by fax or electronic means it shall be sufficient to prove that the fax or electronic communication was properly transmitted.
Sale and Delivery to the Underwriters Closing (a) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "Purchase Price"), the number -------------- of Company Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, subject to adjustment in accordance with Section 10 hereof.
(b) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at the Purchase Price, the number of Selling Stockholder Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, subject to adjustment in accordance with Section 10 hereof.
(c) The Company and the Selling Stockholder grant to the Underwriters an option to purchase all or any part of the Additional Shares at the Purchase Price. Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, Additional Shares may be purchased from the Company and the Selling Stockholder, for the accounts of the respective Underwriters in the same proportion that the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Such option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time within 30 days after the date of this Agreement, in each case upon written or facsimile notice, or verbal or telephonic notice confirmed by written or telegraphic notice, by the Underwriters to the Company and the Selling Stockholder no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. Notwithstanding anything to the contrary set forth herein, the initial 383,513 Additional Shares to be purchased by the Underwriters pursuant to this Section 3 shall be Selling Stockholder Additional Shares which shall be purchased from the Selling Stockholder and any Additional Shares in excess thereof to be purchased by the Underwriters shall be Company Additional Shares which shall be purchased exclusively from the Company.
(d) Payment of the purchase price for, and delivery of, the Firm Shares to be purchased by the Underwriters shall be made at the offices of Jefferies & Company, Inc., 520 Madison Avenue, 12th Floor, New York, New York 10022, or at such oxxxx xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxs and the Company at 10:00 A.M. on the third (fourth, if the pricing occurred after 4:30 p.m. on any given day) business day after the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the "Firm Shares Closing Date"). ------------------------ Payment shall be made to the Company and the Selling Stockholder by wire transfer and payable in immediately available funds to the order of the Company and the Selling Stockholder against delivery to the Underwriters of the Firm Shares.
(e) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the offices as set forth above or at such other place as shall be agreed upon by the Representatives and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 3(c) hereof (such time and date of delivery and payment are called the "Additional Shares Closing Date"). The Firm ------------------------------ Shares Closing Date and the Additional Shares Closing Date are called, individually, a "Closing Date" and together, the "Closing Dates." Payment shall ------------ ------------- be made to the Company and the Selling Stockholder by wire transfer and payable in immediately available funds to the order of the Company and the Selling Stockholder against delivery to the Underwriters of the applicable Additional Shares.
(f) The Shares shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Firm Shares Closing Date or, in the case of the Additional Shares, on the day of notice of exercise of the option as described in Section 3(c) hereof. The Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M. on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is reasonably designated by the Representatives. If the Representatives so elect, delivery of the Shares may be made by credit through full FAST transfer to the accounts of The Depository Trust Company designated by the Representatives.
(g) It is understood that the Representatives, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make payment to the Company on behalf of any Underwriter or Underwriters for any Shares to be purchased by such Underwriter or Underwriters in connection with the Offering. Any such payment by the Representatives shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder.
Sale and Delivery to Underwriter Closing On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the Underwriter, and the Underwriter agrees to purchase from the Trust, the Firm Securities, at a purchase price of $25.00 per Firm Security. Payment of the purchase price for, and delivery of, the Firm Securities shall be made at the offices of Arnoxx & Xortxx, 10 - 10 - 555 Xxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, xx at such other place as shall be agreed upon by you, the Trust and the Company, at 10:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.
