Common use of PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES Clause in Contracts

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $8.0537 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 11 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made to the Company by wire transfer of immediately available (same day) funds to the bank account(s) designated by the Company against delivery of certificates therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company ("DTC") or its designated custodian (the "Designated Office") at 9:00 a.m., New York time, on February 14, 2005 (the "Time of Delivery") or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of Sangra Moller, 0000 Xxxxxxxxx Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0 (the "Closing Location"), and the Shares will be delivered at the Designated Office, at least one business day prior to the Closing Date. A meeting will be held at the Closing Location at 4:00 p.m., Vancouver Time on the business day preceding such Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentences will be available for review by the parties hereto or their representatives. As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase all or less than all of the Option Shares at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, in each case, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date by wire transfer of immediately available (same day funds) to the bank account designated by the Company through the facilities of DTC in New York, New York against delivery of certificates therefore to the Representatives for the several accounts of the Underwriters through DTC.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders agree to sell to the Underwriters each Underwriter, severally and each not jointly, that number of Firm Shares listed on Schedule I attached hereto. Each Underwriter agrees, severally and not jointly, to purchasepurchase from the Selling Stockholders on the Closing Date, at a price of $8.0537 3.33 per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereofattached hereto, subject to adjustments adjustment in accordance with Section 11 10 hereof. (b) . Payment for the Firm Shares to be sold hereunder is to shall be made to the Company by wire transfer of immediately available (same day) U.S. funds to the bank account(s) designated by accounts of the Company Selling Stockholders, drawn to the order of the Selling Stockholders, against delivery of certificates therefor for the Shares to the Representative for the several accounts of the Underwriters. Such payment and delivery are Delivery of certificates, if any, shall be to be made through the facilities of The Depository Trust Company ("DTC") or its designated custodian (the "Designated Office") at 9:00 a.m.Representative, New York time000 Xxxxxx Xxxxxx, on February 14Xxxxxx Xxxx, 2005 (the "Time of Delivery") Xxxxxxxx 00000, or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to address as the "Closing Date." The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, Representative may designate in writing. Payment will be delivered made at the offices of Sangra Mollerthe Representative, 0000 Xxxxxxxxx Xxxxxor at such other place as shall be agreed upon by the Representative and the Company, 000 Xxxx Xxxxxxx Xxxxxxat approximately 10:00 a.m., XxxxxxxxxCentral Time on September 1, X.X., X0X 0X0 2009 (the "“Closing Location"Date”), and . The certificates for the Firm Shares will be delivered in such denominations and in such registrations as the Representative reasonably requests in writing and will be made available for inspection at such locations as the Designated Office, Representative may reasonably request at least one full business day prior to the Closing Date. A meeting will be held at the Closing Location at 4:00 p.m., Vancouver Time on the business day preceding such Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentences will be available for review by the parties hereto or their representatives. As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations representations, warranties, agreements and warranties covenants herein contained and subject to the terms and conditions herein set forth, the Company SDI hereby grants an option the Option to the several Underwriters to purchase all or less than all of the Option Shares at the price per share as set forth in the first paragraph of this SectionSection 2. The option granted hereby Option may be exercised in whole or in part by giving at any time upon written notice (ior oral notice, subsequently confirmed in writing) at any time before to the Closing Date and Selling Stockholders given not more than thirty (ii30) only once thereafter within 30 days after following the date of this Agreement, in each case, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, Option and the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be deliveredregistered. The time and date at which certificates for Closing on the purchase of the Option Shares are to be delivered shall be determined by (the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "“Option Closing Date"”). If , if any, shall occur no later than three (3) business days following the date upon which notice of exercise of the option Option is three given to SDI, and shall take place at the offices of the Representative, or more days before at such other place as shall be agreed upon by the Closing DateRepresentative and the Company. Subject to Section 10, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter severally and not jointly, shall be in the same proportion to the total number of Option Shares being purchased as the that such Underwriter’s number of Firm Shares being to be purchased by such Underwriter bears to the total number of Firm SharesShares to be purchased by the Underwriters, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as the The Representative of the several Underwriters, Underwriters may cancel such option Option at any time prior to its expiration by giving written notice (or oral notice, subsequently confirmed in writing) of such cancellation to the CompanySDI. To the extent, if any, that the option Option is exercised, payment for the Option Shares shall be made on the Option Closing Date by wire transfer of immediately available (same day funds) U.S. funds to the bank designated account designated by the Company through the facilities of DTC in New YorkSDI, New York against delivery of certificates therefore to the Representatives order of SDI. Certificates, if any, for the several accounts of Option Shares shall be delivered in the Underwriters through DTCsame manner and upon the same terms as the Firm Shares.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchasepurchase from the Company, at a price of $8.0537 [ ] per share, the number of Firm Shares set forth opposite the name of each Underwriter in on Schedule I hereofhereto, subject to adjustments in accordance with Section 11 8 hereof; provided, however, that, the Underwriters agree to purchase from the Company at a purchase price of $[ ] per share [ ] shares of the Firm Shares to be sold to the Company’s executive officers and founders (or their affiliates) pursuant to indications of interest provided to the Underwriters by such individuals prior to the date hereof. It is further understood and agreed that approximately six percent (6%) of the Firm Shares (the “Directed Shares”) will initially be reserved by Xxxxxxx Xxxxx & Associates, Inc. (“Xxxxxxx Xxxxx”) for offer and sale, as part of the distribution of the Shares by the Underwriters, subject to the terms and conditions of this Agreement and in accordance with the applicable rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) to certain of the Company’s employees, business associates, friends and family of the Company’s executive officers and founders, and other related persons specified by the Company (each such person a “Directed Share Participant”) who have heretofore delivered to Xxxxxxx Xxxxx offers to purchase Firm Shares in form satisfactory to Xxxxxxx Xxxxx (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxxx Xxxxx from the Company; provided that under no circumstances will Xxxxxxx Xxxxx be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by 9:30 A.M., St. Petersburg, Florida time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by Xxxxxxx Xxxxx to the public upon the terms and conditions set forth in this Agreement. (b) Payment for the Firm Shares to be sold hereunder is to be made to the Company by wire transfer of immediately available in federal (same day) funds to the bank account(s) designated by the Company against delivery of certificates therefor to the Representative Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company ("DTC") or its designated custodian (the "Designated Office") Company, New York, New York, at 9:00 10:00 a.m., New York time, on February 14, 2005 (the "Time third business day after the date of Delivery") this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of Sangra Moller, 0000 Xxxxxxxxx Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0 (the "Closing Location"), and the Shares will be delivered at the Designated Office, at least one business day prior to the Closing Date. A meeting will be held at the Closing Location at 4:00 p.m., Vancouver Time on the business day preceding such Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentences will be available for review by the parties hereto or their representatives”. As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase all or less than all of the Option Shares at the price per share as set forth in the first paragraph of this Section. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, in each case, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date by wire transfer of immediately available (same day funds) to the bank account designated by the Company through the facilities of DTC in New York, New York against delivery of certificates therefore to the Representatives for the several accounts of the Underwriters through DTC.

PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES. (ai) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchasepurchase from the Company, at a price of $8.0537 24.2125 per share, Share the number of Firm Shares set forth opposite the name of each such Underwriter in Schedule I hereof, subject hereto (plus any additional number of Firm Shares which such Underwriter may become obligated to adjustments in accordance with purchase pursuant to the provisions of Section 11 hereof). (bii) Payment for the Firm Shares to be sold hereunder is to be made to the Company by Federal Funds wire transfer of immediately available (same day) funds to the bank account(s) an account designated by the Company against delivery of certificates the Firm Shares therefor to the Representative for the several accounts of the UnderwritersRepresentative. Such payment and delivery are to be made through at the facilities offices of The Depository Trust Company ("DTC") or its designated custodian (the "Designated Office") Deutsche Bank Securities Inc., 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, at 9:00 10:00 a.m., New York time, on February 14April 12, 2005 (the "Time of Delivery") or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of Sangra Moller, 0000 Xxxxxxxxx Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0 (the "Closing Location"), and the Shares will be delivered at the Designated Office, at least one business day prior to the Closing Date. A meeting will be held at the Closing Location at 4:00 p.m., Vancouver Time on the business day preceding such Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentences will be available for review by the parties hereto or their representatives. As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed). The certificates for the Firm Shares will be delivered by The Bank of New York (the "Transfer Agent") in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree. (ciii) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase all or less than all of the Option Shares at the price per share as set forth in the first paragraph of this SectionSection 2(i) above. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, in each case, by you, as the Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the Option Shares are to be registered option and the time and date at which such certificates Option Shares are to be delivered. The time and date at which certificates for the Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as the Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date by Federal Funds wire transfer of immediately available (same day funds) to the bank account designated by the Company through the facilities of DTC The Depository Trust Company in New York, New York against delivery of certificates therefore drawn to the Representatives for the several accounts order of the Underwriters through DTCCompany.