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

Payment and Delivery of the Firm Shares. (i) Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the first (1st) Business Day following the effective date (the "Effective Date") of the Registration Statement (as defined in Section 2.1.1 below) (or the second (2nd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern Daylight Time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Representative Counsel"), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the "Closing Date." (ii) Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay-at-home," "shelter-in-place," "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Appears in 2 contracts

Samples: Underwriting Agreement (Aduro Clean Technologies Inc.), Underwriting Agreement (Aduro Clean Technologies Inc.)

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Payment and Delivery of the Firm Shares. (i) Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the first second (1st2nd) Business Day following the effective date (the "Effective Date") of the Registration Statement (as defined in Section 2.1.1 below) (or the second third (2nd3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern Daylight Time) or at such earlier time as shall be agreed upon by the Representative Representative, the Selling Stockholders and the Company, at the offices of Xxxxxxxxx Xxxx Xxxxxxx Carmel Carmel, Mxxxxxx & Fxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx50 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Representative Counsel"), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Representative, the Selling Stockholders and the Company. The hour and date of delivery and payment for the Firm Shares is called the "Closing Date." (ii) Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company and each Selling Stockholder in the applicable amounts upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares to be sold by the Company and such Selling Stockholder, as applicable (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Shares shall be registered in such name or names Company and in such authorized denominations as the Representative may request in writing at least one (1) full Business Days prior to the Closing Date. The Company Selling Stockholders shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay-at-home," "” “shelter-in-place," "” “non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Appears in 2 contracts

Samples: Underwriting Agreement (Castellum, Inc.), Underwriting Agreement (Castellum, Inc.)

Payment and Delivery of the Firm Shares. (i) Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the first second (1st2nd) Business Day following the effective date (the "Effective Date") of the Registration Statement (as defined in Section 2.1.1 below) (or the second third (2nd3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern Daylight Time) or at such earlier time as shall be agreed upon by the Representative Representative, the Selling Stockholders and the Company, at the offices of Xxxxxxxxx Carmel, Xxxxxxx & Xxxx Xxxxxxx Carmel LLP, 0000 Xxxxxx xx xxx Xxxxxxxx00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Representative Counsel"), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Representative, the Selling Stockholders and the Company. The hour and date of delivery and payment for the Firm Shares is called the "Closing Date." (ii) Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company and each Selling Stockholder in the applicable amounts upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares to be sold by the Company and such Selling Stockholder, as applicable (or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Shares shall be registered in such name or names Company and in such authorized denominations as the Representative may request in writing at least one (1) full Business Days prior to the Closing Date. The Company Selling Stockholders shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay-at-home," "” “shelter-in-place," "” “non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Appears in 1 contract

Samples: Underwriting Agreement (Castellum, Inc.)

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Payment and Delivery of the Firm Shares. (i) Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the first second (1st2nd) Business Day following the effective date (the "Effective Date") of the Registration Statement (as defined in Section 2.1.1 below) (or the second third (2nd3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern Daylight Time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxxxxx Carmel, Xxxxxxx & Xxxx Xxxxxxx Carmel LLP, 0000 Xxxxxx xx xxx Xxxxxxxx00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Representative Counsel"), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the "Closing Date." (ii) Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company in the applicable amount upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or to be sold by the Company(or through the facilities of the Depository Trust Company ("DTC")) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay-at-home," "” “shelter-in-place," "” “non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Appears in 1 contract

Samples: Underwriting Agreement (Glucose Health, Inc.)

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