Common use of Purchase Sale and Delivery of the Offered Shares Clause in Contracts

Purchase Sale and Delivery of the Offered Shares. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the Firm Shares set forth opposite such Underwriter's name on Schedule I hereto at a purchase price of $_____ per share. Delivery of certificates and payment of the purchase price for the Firm Shares shall be made at the offices of Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as shall be agreed upon by the Company and the Representatives. Such delivery and payment shall be made at 9:00 a.m., New York City time, on October __, 1996 or at such other time and date not more than ten business days thereafter as shall be agreed upon by the Representatives and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by certified or official bank check in New York Clearing House (next day) funds or, at the request of the Company and at its expense, immediately available funds, in either case drawn to the order of the Company for the Firm Shares sold by it. The certificates for the Firm Shares to be so delivered will represent Firm Shares in fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than three full business days prior to the Closing Date. The Company will make the certificates for the Firm Shares available to the Representatives at such office or such other place as the Representatives may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the business day prior to the Closing Date.

Purchase Sale and Delivery of the Offered Shares. On (a) The Company agrees to issue and sell the Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties, covenants warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company, Company the respective number of Firm Shares set forth opposite such Underwriter's ’s name on in Schedule I A hereto at a purchase price per share (the “Purchase Price”) of $_____ per share82.65. Delivery of certificates In addition, the Company agrees to issue and payment sell the Optional Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the purchase price for representations, warranties and agreements set forth herein and subject to the Firm conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Optional Shares shall be made at the offices of Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Purchase Price less an amount per share equal to any dividends or such other location as shall be agreed upon distributions declared by the Company and payable on the RepresentativesFirm Shares but not payable on the Optional Shares. If any Optional Shares are to be purchased, the number of Optional Shares to be purchased by each Underwriter shall be the number of Optional Shares which bears the same ratio to the aggregate number of Optional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Common Stock as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Optional Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such delivery notice shall set forth the aggregate number of Optional Shares as to which the option is being exercised and payment the date and time when the Optional Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be made at 9:00 a.m., New York City time, on October __, 1996 or at earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such other notice (unless such time and date not more than ten business days thereafter as are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be agreed upon by the Representatives and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by certified or official bank check in New York Clearing House (next day) funds or, given at the request of the Company and at its expense, immediately available funds, in either case drawn to the order of the Company for the Firm Shares sold by it. The certificates for the Firm Shares to be so delivered will represent Firm Shares in fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than three full least two business days prior to the Closing Date. The Company will make the certificates for the Firm Shares available to the Representatives at such office or such other place as the Representatives may designate for inspection, checking date and packaging not later than 9:30 a.m., New York City time, on the business day prior to the Closing Datetime of delivery specified therein.

Purchase Sale and Delivery of the Offered Shares. On (a) The Company agrees to issue and sell the Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties, covenants warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company, Company the respective number of Firm Shares set forth opposite such Underwriter's ’s name on in Schedule I A hereto at a purchase price per share (the “Purchase Price”) of $_____ per share181.00. Delivery of certificates In addition, the Company agrees to issue and payment sell the Optional Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the purchase price for representations, warranties and agreements set forth herein and subject to the Firm conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Optional Shares shall be made at the offices of Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Purchase Price less an amount per share equal to any dividends or such other location as shall be agreed upon distributions declared by the Company and payable on the RepresentativesFirm Shares but not payable on the Optional Shares. If any Optional Shares are to be purchased, the number of Optional Shares to be purchased by each Underwriter shall be the number of Optional Shares which bears the same ratio to the aggregate number of Optional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Common Stock as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Optional Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such delivery notice shall set forth the aggregate number of Optional Shares as to which the option is being exercised and payment the date and time when the Optional Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be made at 9:00 a.m., New York City time, on October __, 1996 or at earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such other notice (unless such time and date not more than ten business days thereafter as are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be agreed upon by the Representatives and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by certified or official bank check in New York Clearing House (next day) funds or, given at the request of the Company and at its expense, immediately available funds, in either case drawn to the order of the Company for the Firm Shares sold by it. The certificates for the Firm Shares to be so delivered will represent Firm Shares in fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than three full least two business days prior to the Closing Date. The Company will make the certificates for the Firm Shares available to the Representatives at such office or such other place as the Representatives may designate for inspection, checking date and packaging not later than 9:30 a.m., New York City time, on the business day prior to the Closing Datetime of delivery specified therein.

Purchase Sale and Delivery of the Offered Shares. On (a) The Company agrees to issue and sell the Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties, covenants warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company, Company the respective number of Firm Shares set forth opposite such Underwriter's ’s name on in Schedule I A hereto at a purchase price per share (the “Purchase Price”) of $_____ per share40.185. Delivery of certificates In addition, the Company agrees to issue and payment sell the Optional Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the purchase price for representations, warranties and agreements set forth herein and subject to the Firm conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Optional Shares shall be made at the offices of Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Purchase Price less an amount per share equal to any dividends or such other location as shall be agreed upon distributions declared by the Company and payable on the RepresentativesFirm Shares but not payable on the Optional Shares. If any Optional Shares are to be purchased, the number of Optional Shares to be purchased by each Underwriter shall be the number of Optional Shares which bears the same ratio to the aggregate number of Optional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Common Stock as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Optional Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such delivery notice shall set forth the aggregate number of Optional Shares as to which the option is being exercised and payment the date and time when the Optional Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be made at 9:00 a.m., New York City time, on October __, 1996 or at earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such other notice (unless such time and date not more than ten business days thereafter as are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be agreed upon by the Representatives and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by certified or official bank check in New York Clearing House (next day) funds or, given at the request of the Company and at its expense, immediately available funds, in either case drawn to the order of the Company for the Firm Shares sold by it. The certificates for the Firm Shares to be so delivered will represent Firm Shares in fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than three full least two business days prior to the Closing Date. The Company will make the certificates for the Firm Shares available to the Representatives at such office or such other place as the Representatives may designate for inspection, checking date and packaging not later than 9:30 a.m., New York City time, on the business day prior to the Closing Datetime of delivery specified therein.

Purchase Sale and Delivery of the Offered Shares. On (a) The Company agrees to issue and sell the Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties, covenants warranties and agreements set forth herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriteragrees, severally and not jointly, agrees to purchase from the Company, Company the respective number of Firm Shares set forth opposite such Underwriter's ’s name on in Schedule I A hereto at a purchase price per share (the “Purchase Price”) of $_____ per share60.48. Delivery of certificates In addition, the Company agrees to issue and payment sell the Optional Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the purchase price for representations, warranties and agreements set forth herein and subject to the Firm conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Optional Shares shall be made at the offices of Xxxxxx Xxxx LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Purchase Price less an amount per share equal to any dividends or such other location as shall be agreed upon distributions declared by the Company and payable on the RepresentativesFirm Shares but not payable on the Optional Shares. If any Optional Shares are to be purchased, the number of Optional Shares to be purchased by each Underwriter shall be the number of Optional Shares which bears the same ratio to the aggregate number of Optional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Common Stock as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Optional Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such delivery notice shall set forth the aggregate number of Optional Shares as to which the option is being exercised and payment the date and time when the Optional Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be made at 9:00 a.m., New York City time, on October __, 1996 or at earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such other notice (unless such time and date not more than ten business days thereafter as are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be agreed upon by the Representatives and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the certificates for the Firm Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price for the Firm Shares by certified or official bank check in New York Clearing House (next day) funds or, given at the request of the Company and at its expense, immediately available funds, in either case drawn to the order of the Company for the Firm Shares sold by it. The certificates for the Firm Shares to be so delivered will represent Firm Shares in fully registered form, will bear no restrictive legends and will be in such denominations and registered in such names as the Representatives shall request, not less than three full least two business days prior to the Closing Date. The Company will make the certificates for the Firm Shares available to the Representatives at such office or such other place as the Representatives may designate for inspection, checking date and packaging not later than 9:30 a.m., New York City time, on the business day prior to the Closing Datetime of delivery specified therein.