Common use of Payment and Delivery of Shares Clause in Contracts

Payment and Delivery of Shares. Payment for the Firm Shares to be sold by the Company shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters. Payment of the purchase price for, and delivery of, the Firm Shares shall be made at the offices of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., Eastern time, on May 15, 2017, or at such other time on the same or such other date, not later than May 22, 2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Eastern time, on the date specified in the corresponding notice described in this Section 2 or at such other time on the same or on such other date, in any event not later than June 8, 2017, as shall be designated in writing by the Representatives. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. Payment for the Firm Shares and Additional Shares, as the case may be, shall be made against delivery to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid by the Company. Delivery of the Firm Shares and Additional Shares, as the case may be, shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery of Shares. Payment of the total public offering price for the Firm Shares to be sold by the Company shall be made to in U.S. dollars in Federal (same day) funds by the Company Representative or an affiliate thereof on behalf of the Underwriters by wire transfer of immediately available funds to a bank blocked account designated by the Company against delivery of such Firm Shares for with KBC Bank NV (the respective accounts of “Blocked Account”) on the several Underwriters. Payment of second (or third, if the purchase price forApplicable Time occurs after 4:30 p.m., and delivery of, New York City time) business day after the Firm Shares shall be made at the offices of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., Eastern time, on May 15, 2017date hereof, or at such other time on the same or such other date, not later than May 22, 2017the third business day thereafter, as the Representative and the Company shall be designated in writing by the Representatives. The agree upon, such time and date of such payment are hereinafter being herein referred to as the “Closing Date” or, in the case of the Option Shares, on the date and at the time specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for any Additional Shares All funds shall be available on the Blocked Account at the opening of business in Belgium (8:00 a.m. Brussels time) on the Closing Date or the Additional Closing Date, as applicable. The Blocked Account shall be an account that qualifies as special account pursuant to Article 7:195 of the Belgian Code of Companies and Associations. Promptly upon receipt of the funds on the Blocked Account in accordance with the first paragraph of this Section 2(d) above, KBC Bank NV shall issue to the Company a certificate in accordance with Article 7:195 of the Belgian Code of Companies and Associations, confirming that the payment for the Firm Shares and the Option Shares, respectively, was credited on the Blocked Account. The certificate shall be delivered to the notary public referred to below. Upon receipt of the certificate confirming that the payment for the Firm Shares and the Option Shares, respectively, has been credited on the Blocked Account, the Company shall ensure (i) that the Shares are issued and that the effective realization of the Company’s share capital and the issuance of the Shares are acknowledged and recorded in a notarial deed on the Closing Date or the Additional Closing Date in accordance with Article 7:186 of the Belgian Code of Companies and Associations (the “Deed”) pursuant to the decision of the Board of Directors dated June 9, 2021, as recorded in the notarial deed of the same date passed before the notary public Stijn Raes or any other notary public as designated by him, and (ii) that the Firm ADSs and the Option ADSs, respectively, are issued by the Depositary to the Underwriters by noon U.S. Eastern Time on the Closing Date or the Additional Closing Date, as applicable. In the event that issuance of the Shares is not made to the Representative acting on behalf of the Underwriters as set forth in the preceding sentence, the Company by wire transfer will, subject to Article 7:195 of the Belgian Code of Companies and Associations, instruct KBC Bank NV to immediately available return in full all funds attributable to a bank account designated the payment made by the Representative for the Shares to the Representative, via Fed Funds by close of business on the Closing Date or Additional Closing Date, as the case may be. In the event that the ADSs are not delivered to the Underwriters in a timely manner, the Company against shall remain liable to the Representative for any losses incurred. Following the issuance of the Firm Shares or the Option Shares to the Underwriters, the Underwriters shall transfer title with respect to the Firm Shares or the Option Shares to the Depositary on the Closing Date or the Additional Closing Date, as applicable, to enable delivery of such Additional Shares the ADSs by the Depositary to the Representative, and subsequently to the other several Underwriters or to investors, as the case may be, shall be through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The delivery of the ADSs to the Representative for the respective accounts of the several Underwriters at 10:00 a.m., Eastern time, on the date specified in the corresponding notice described in this Section 2 or at such other time on the same or on such other date, in any event not later than June 8, 2017, as shall be designated in writing by the Representatives. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by on the Closing Date or the applicable Option Additional Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be made in definitive form registered in such names and in such denominations as the Representatives Representative shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be. Payment for the Firm Shares and Additional Shares, as the case may be, shall be made against delivery to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer sale of the Shares to the Underwriters such ADSs duly paid by the Company. Delivery of the Firm Shares and Additional Shares, as the case may be, shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery of Shares. Payment for the Firm Shares to be sold by the Company shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters. Payment of the purchase price for, and delivery of, the Firm Shares shall be made at the offices of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., Eastern time, on May 15November 13, 2017, or at such other time on the same or such other date, not later than May 22November 17, 2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Eastern time, on the date specified in the corresponding notice described in this Section 2 or at such other time on the same or on such other date, in any event not later than June 8December 2, 2017, as shall be designated in writing by the Representatives. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. Payment for the Firm Shares and Additional Shares, as the case may be, shall be made against delivery to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid by the Company. Delivery of the Firm Shares and Additional Shares, as the case may be, shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery of Shares. Payment for the Firm Shares to be sold by the Company shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters. Payment of the purchase price for, and delivery of, the Firm Shares shall be made at the offices of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., Eastern timeTime, on May 15June 28, 20172016, or at such other time on the same or such other date, not later than May 22July 5, 20172016, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Eastern timeTime, on the date specified in the corresponding notice described in this Section 2 or at such other time on the same or on such other date, in any event not later than June 8August 4, 20172016, as shall be designated in writing by the Representatives. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. Payment for the Firm Shares and Additional Shares, as the case may be, shall be made against delivery to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid by the Company. Delivery of the Firm Shares and Additional Shares, as the case may be, shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern timeTime, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery of Shares. Payment for the Firm Borrowed Base Shares to be sold by the Company shall be made to the Company by wire transfer of in immediately available funds to a bank account designated the accounts at banks acceptable to the Representatives specified by the Company against delivery of such Firm Shares for Forward Seller to the respective accounts of the several Underwriters. Payment of the purchase price for, and delivery of, the Firm Shares shall be made Representatives at the offices of Xxxxxxxx Chance US & Xxxxxxxx LLP, 00 Xxxx 00xx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, Xxxx at 10:00 a.m.A.M., Eastern New York City time, on May 15September 14, 20172010, or at such other time or place on the same or such other date, not later than May 22, 2017the fifth business day thereafter, as the Representatives, the Forward Seller and the Company may agree upon in writing. Payment for any Borrowed Option Shares shall be designated made by wire transfer in immediately available funds to the accounts at banks acceptable to the Representatives specified by the Forward Seller to the Representatives at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. Payment for any Company Shares shall be made by wire transfer in immediately available funds to the account at a bank acceptable to the Representatives specified by the Company to the Representatives, in the case of the Standby Base Shares, at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on September 14, 2010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of any Standby Option Shares, on the date and at the time and place specified by the RepresentativesRepresentatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment are hereinafter for the Base Shares is referred to herein as the “Closing Date”, and the time and date for such payment for any Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” ”. Payment for any Additional the Shares shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Eastern time, on the date specified in the corresponding notice described in this Section 2 or at such other time on the same or on such other date, in any event not later than June 8, 2017, as shall be designated in writing by the Representatives. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by on the Closing Date or the applicable Option Additional Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. Payment for the Firm Shares and Additional Shares, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Closing Date or an Option Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer sale of the such Shares to the Underwriters duly paid by the Company. Delivery of the Firm Shares and Additional Shares, as the case may be, shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date or Option the Additional Closing Date, as the case may be.

Payment and Delivery of Shares. Payment for the Firm Shares to be sold by the Company shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Firm Shares for the respective accounts of the several Underwriters. Payment of the purchase price for, and delivery of, the Firm Shares shall be made at the offices of Xxxxxxxx Chance US Sidley Austin LLP, 00 Xxxx 00xx 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., Eastern time, on May 15August 12, 20172021, or at such other time on the same or such other date, not later than May 22, 2017ten business days after such date, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., Eastern timeas shall be agreed upon by the Representatives and the Company, on the date each Option Closing Date as specified in the corresponding notice described in this Section 2 or at such other time on from the same or on such other date, in any event not later than June 8, 2017, as shall be designated in writing by Representatives to the RepresentativesCompany. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. Payment for the Firm Shares and Additional Shares, as the case may be, shall be made against delivery to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid by the Company. Delivery of the Firm Shares and Additional Shares, as the case may be, shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.

Payment and Delivery of Shares. Payment for the Firm Shares to be sold by the Company shall be made to the Company in Federal (same day) funds by wire transfer of immediately available funds to a bank blocked account designated by the Company against delivery of such Firm Shares for with KBC Bank NV (the respective accounts of “Blocked Account”) on the several Underwriters. Payment of second (or third, if the purchase price forApplicable Time occurs after 4:30 p.m., and delivery of, New York City time) business day after the Firm Shares shall be made at the offices of Xxxxxxxx Chance US LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., Eastern time, on May 15, 2017date hereof, or at such other time on the same or such other date, not later than May 22the third business day thereafter as the Representative and the Company shall agree upon, 2017, as shall be designated in writing by the Representatives. The such time and date of such payment are hereinafter being herein referred to as the “Closing Date” or, in the case of the Option Shares, on the date and at the time specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for any Additional Shares All funds shall be available on the Blocked Account at the opening of business in Belgium (8:00 a.m. Brussels time) on the Closing Date or the Additional Closing Date, as applicable. The Blocked Account shall be an account that qualifies as special account pursuant to Article 600 of the Belgian Company Code. Promptly upon receipt of the funds on the Blocked Account in accordance with the first paragraph of this Section 2(d) above, KBC Bank NV shall issue to the Company a certificate in accordance with Article 600 of the Belgian Company Code, confirming that the payment for the Firm Shares and the Option Shares, respectively, was credited on the Blocked Account. The certificate shall be delivered to the notary public referred to below. Upon receipt of the certificate confirming that the payment for the Firm Shares and the Option Shares has been credited on the Block Account, the Company shall ensure (i) that the Shares are issued in accordance with Article 589 of the Belgian Company Code and with the decision of the Board of Directors dated July 18, 2018, as recorded in the notarial deed of the same date passed before the notary public Notaris Vroninks Xxxxxxx of VRONINKS, XXXXXX & WEYTS—notaires associés or any other notary public as designated by him, and (ii) that the Firm ADSs and the Option ADSs, are issued by the Depositary to the Underwriters by noon U.S. Eastern Time on the Closing Date or the Additional Closing Date, as applicable. In the event that delivery of the Shares is not made to the Representative as set forth in the preceding sentence, the Company by wire transfer of will instruct KBC Bank NV to immediately available return in full all funds attributable to a bank account designated the payment made by the Representative for the Shares to the Representative’s agent, Pershing LLC, via Fed Funds by close of business on the Closing Date or Additional Closing Date, as the case may be. In the event that the ADSs are not delivered to the Underwriters in a timely manner, the Company against shall remain liable to Pershing LLC for any losses incurred. Following the issuance of the Firm Shares or the Option Shares to the Underwriters, the Underwriters shall transfer title with respect to the Firm Shares or the Option Shares to the Depositary on the Closing Date or the Additional Closing Date, as applicable, to enable delivery of such Additional Shares the ADSs by the Depositary to the Representative, and subsequently to the other several Underwriters or to investors, as the case may be, shall be through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The delivery of the ADSs to the Representative for the respective accounts of the several Underwriters at 10:00 a.m., Eastern time, on the date specified in the corresponding notice described in this Section 2 or at such other time on the same or on such other date, in any event not later than June 8, 2017, as shall be designated in writing by the Representatives. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares and the Additional Shares, if any, which it has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may, but shall not be obligated to, make payment of the purchase price for the Firm Shares or the Additional Shares, if any, to be purchased by any Underwriter whose funds have not been received by on the Closing Date or the applicable Option Additional Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Shares and Additional Shares shall be made in definitive form registered in such names and in such denominations as the Representatives Representative shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be. Payment for the Firm Shares and Additional Shares, as the case may be, shall be made against delivery to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer sale of the Shares to the Underwriters such ADSs duly paid by the Company. Delivery of the Firm Shares and Additional Shares, as the case may be, shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives otherwise instruct. The certificates for the Firm Shares and Additional Shares, as the case may be, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date or Option Closing Date, as the case may be.