Purchase Sale and Delivery of the Offered Securities. Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".
Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Sellers agree to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of US$[·] per ADS, the respective number of Firm ADSs set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be as nearly as practicable in the same proportion to the total number of Firm Shares being sold by each Seller as the number of Firm Shares being purchased by each Underwriter bears to the total number of Firm Shares to be sold hereunder. The obligations of the Company and of each of the Selling Shareholders shall be several and not joint.
(b) Certificates (if any) in negotiable form for the total number of the Shares underlying ADSs to be sold hereunder by the Selling Shareholders have been placed in custody with the Company as custodian (the “Custodian”) pursuant to the Letter of Transmittal and Custody Agreement (“Custodian Agreement”) executed by each Selling Shareholder for delivery of all such Shares underlying Firm ADSs and any Option ADSs to be sold hereunder by the Selling Shareholders. Each of the Selling Shareholders specifically agrees that the Shares underlying Firm ADSs and any Option ADSs represented by the certificates (if any) held in custody for the Selling Shareholders under the Custodian Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminable by any act or deed of the Selling Shareholders (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of an individual Selling Shareholder or the dissolution of a corporate Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custodian Agreement. If any such event should occur prior to the delivery to the Underwriters of the Shares underlying Firm ADSs or the Option ADSs hereunder, certificates (if any) for the Shares underlying Firm ADSs or the Option ADSs, as the case may be, shall be delivered by the Custodian in accordance with the terms an...
Purchase Sale and Delivery of the Offered Securities. Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by wire transfer of immediately available funds to or at the direction of the Depositor at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date."
Purchase Sale and Delivery of the Offered Securities. On the basis of the representations, warranties, covenants and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.016% of the principal amount thereof plus accrued interest, if any, from June 4, 2014 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Underwriters in Schedule 1 hereto. The Company shall not be obligated to deliver any of the Offered Securities to be delivered on the Closing Date, except upon payment for all the Offered Securities to be purchased on the Closing Date, as provided herein. The Company will deliver the Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company, at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:30 a.m. (New York time), on June 4, 2014, 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”.
Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Transferor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Transferor, on [-] [-], [-], or on such other date as shall be mutually agreed upon by the Transferor and the Representative (the "Closing Date"), the principal amount, if any, of the Class A Securities set forth in Schedule A opposite the name of the respective Underwriter and the principal amount, if any of the Class B Securities set forth in Schedule A opposite the name of the respective Underwriter. The Class A Securities shall be purchased at a purchase price equal to [-]% of the principal amount thereof. The Class B Securities shall be purchased at a purchase price equal to [-]% of the principal amount hereof.
(b) Against payment of the purchase price in same day funds drawn to the order of the Transferor, the Transferor will deliver the Offered Securities to the Representative at the offices of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, in Washington, D.C. at 10:00 a.m.
Purchase Sale and Delivery of the Offered Securities. Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by wire transfer to an account designed by the Depositor in immediately available funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative of the Offered Securities in definitive form (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")). The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".
Purchase Sale and Delivery of the Offered Securities. (a) The Firm Securities. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of 21,126,761 Firm Shares and Firm Warrants to purchase an aggregate of 8,450,704 Firm Warrant Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares and Firm Warrants set forth opposite their names on Schedule A. The purchase price per Firm Share, together with Firm Warrants to purchase 0.40 Firm Warrant Shares for each Firm Share, to be paid by the several Underwriters to the Company shall be $1.42.
Purchase Sale and Delivery of the Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) CS agrees to sell to the Underwriter, and the Underwriter agrees to purchase from CS, at a purchase price of $28.25 per share, the numbers of the Offered Securities set forth opposite the name of the Underwriter in Schedule I hereto and (ii) in connection therewith, the Counterparty agrees to pay the Underwriter’s fees and commissions in the amount of 3% of the aggregate purchase price of the Offered Securities purchased pursuant to this Section 3. The Offered Securities to be purchased by the Underwriter hereunder, in book-entry form, in such authorized denominations and registered in such names as the Underwriter may request upon at least forty-eight hours’ prior notice to CS, shall be delivered by or on behalf of CS to the Underwriter, through the facilities of the Depository Trust Company, for the account of the Underwriter, against payment by or on behalf of CS of the purchase price therefor by wire transfer of Federal (same-day) funds to the account(s) specified by CS to the Underwriter at least forty-eight hours in advance. The time and date of such delivery and payment for the Offered Securities shall be 9:00 a.m., New York City time, on May 25, 2018, or at such other place or time not later than seven full business days thereafter as the Underwriter, the Counterparty and CS determine, such time being herein referred to as the “Closing Date,” For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering.
Purchase Sale and Delivery of the Offered Securities. (a) The Firm Securities. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of [●] Firm ADSs and [●] Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company up to the respective number of Firm ADSs or Firm Shares, as applicable, set forth opposite their names on Schedule A, at the purchase price set forth in accordance with Section 2(d) below; plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 (subject, in each case, to such adjustments among the Underwriters as the applicable Representatives in their sole discretion shall make to eliminate any sales or purchase of fractional Ordinary Shares or ADSs, as the case may be). It is understood that the obligations of the Underwriters contained in this Agreement shall not constitute a performance guarantee (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code.
Purchase Sale and Delivery of the Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust, Offered Securities in the principal amounts and at the purchase prices set forth opposite its name in Schedule II hereto. Delivery of and payment for the Offered Securities shall be made at the office of Sidley Austin Brown & Wood LLP, 875 Third Avenue, New York, New York 10022, ox [XXXX] (xxe "Xxxxing Daxx"). Xxxxxxxx xx xxx Xxxxxxxxxx xxxxx xx made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Offered Securities to be so delivered will be initially represented by one or more Notes and Certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company ("DTC"). The interests of beneficial owners of the Offered Securities will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes or definitive Certificates will be available only under limited circumstances.
