Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm Shares shall be mademade to the Representatives for the accounts of the Underwriters at the office of PaineWebber Incorporated, subject 1285 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxedit to Section 9the account of the Company with the Depository Trust Company, against payment of the purchase price by wire transfer of Federal Funds or similar same day funds to an account designated in writing by the Company to PaineWebber Incorporated at least one business day prior to the Closing Date (as hereinafter defined). Such payment shall be made at 10:00 A.M.a.m., New York City time, on the fourth third business day (or fourth business day, if the third business day if required under Rule 15c6-1 Price Determination Agreement is executed after 4:30 p.m.) after the date on which the first bona fide offering of the Exchange Act) following Shares to the date hereof, public is made by the Underwriters or at such time on such other time date, not later than ten business days after such date date, as shall may be agreed upon by the Underwriters Company and the Company Representatives (such time and date of payment and delivery being herein called is hereinafter referred to as the "Closing Date"). To the extent the Option is exercised, delivery of the Option Shares against payment by the Underwriters (in the manner specified above) will take place at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date specified above at the time and the location of, delivery of and the form of payment for the Firm Shares date (which may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date Closing Date) specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date")Shares Notice. Any such Option Closing Date and the location of, delivery The cost of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment of the Purchase Price for the Firm Shares or the Additional Sharesoriginal issue tax stamps, if any, in connection with the issuance and delivery of the Firm Shares and Option Shares by the Company to the respective Underwriters shall be borne by the Company. The cost of tax stamps, if any, in connection with the sale of the Firm Shares by the Selling Stockholders shall be borne by the Selling Stockholders. The Company and the Selling Stockholders will pay and save each Underwriter and any subsequent holder of the Shares harmless from any and all liabilities with respect to or resulting from any failure or delay in paying Federal and state stamp and other transfer taxes, if any, which may be payable or determined to be purchased by any other Underwriter whose payment has not been received by payable in connection with the Closing Date original issuance or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve sale to such Underwriter from its obligations hereunderof the Firm Shares and Option Shares.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, --- against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal funds immediately available in New York City to the Firm accounts specified by the Company and to a single custodian bank on behalf of all of the Selling Stockholders. The certificates representing the Shares shall be made, subject to Section 9, at 10:00 A.M.made available for inspection not later than 9:30 a.m., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm ----------------- Shares shall be 9:00 a.m., New York City time, on [________] [__], 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you are hereinafter referred to as the "Closing Date." The time and the Company. Delivery to the Underwriters date of certificates for, delivery and payment of the Purchase Price for any ------------ Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M.9:00 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to and in accordance with Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such ." ------------------- The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 10 hereof shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment for the Firm Securities and payment of the Purchase Price for the Firm Shares related Underwriters' Compensation shall be made, subject to Section 9, made at 10:00 A.M., New York City time, on the fourth business day (______, 199_, or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, at such other time or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such may agree upon in writing. The time and date of such payment and delivery being are referred to herein called as the "Closing Date") at . As used herein, the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may term "Business Day" means any day other than a day on which banks are permitted or required to be varied by agreement between you and the Companyclosed in New York City. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares Securities to be purchased by the Underwriters and payment of the related Underwriters' Compensation shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, designate at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, of delivery of and the form of payment for such Additional Shares Securities may be varied by agreement between you and the Company. Certificates for the Shares Securities shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an the applicable Option Closing Date, as the case may be. Certificates in temporary definitive form evidencing the Shares Securities shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, be with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day in immediately available funds to such the account as may be designated specified by the Company at least two business days to the Underwriters (no later than noon the Business Day prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be) at the office of Davis Polk & Wardwell, but any such payment shall not relieve such Underwriter from its obligations hereundercounsel to the Company.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on February __, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE." The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm Shares shall be mademade in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, subject to Section 9as amended (the "Exchange Act"), at 10:00 A.M., New York City time, on the third or fourth business day (or following the third business day if required under date of the public offering unless otherwise permitted by the Commission pursuant to Rule 15c6-1 of under the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company Act (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx Piper & XxxxxMarbury L.L.P., 000 Xxxx 36 Sxxxx Xxxxxxx Xxxxxx, Xxx XxxxBaltimore, Xxx Xxxx 00000Maryland 21201. The Closing Date and the location of, of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx Piper & XxxxxMarbury L.L.P., 000 Xxxx 36 Sxxxx Xxxxxxx Xxxxxx, Xxx XxxxBaltimore, Xxx Xxxx 00000, or at such other place as you shall designateMaryland 21201, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an the applicable Option Closing Date, as the case may be. Certificates in temporary definitive form evidencing the Shares shall be delivered to you on the Closing Date or an the applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-wire or certified or official bank transfer or wire transfer of same day checks payable in Federal funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment order of the Purchase Price for the Firm Shares or the Additional Shares, if any, to be purchased by any other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunderCompany.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on December 8, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such Sellers shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M.9:00 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Sellers shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be made at 9:00 A.M., New York City time, on ________, 1998, or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an 2, or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, 000 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery of and payment for the Firm Shares -------------------- shall be made at 10:00 AM, New York City time, on [ ], or such later date (not later than [ ]) as the Underwriters shall designate, which date and time may be postponed by agreement between the Underwriters and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Firm Shares being herein called the "Closing Date"). Delivery of the Firm Shares shall be made to the Underwriters for the respective accounts of certificates for, the Underwriters against payment thereby of the purchase price thereof to or upon the order of the Company by wire transfer of immediately available funds or such other manner of payment as may be agreed by the Company and the Underwriters. Delivery of the Firm Shares shall be made at such location as the Underwriters shall reasonably designate at least one business day in advance of the Closing Date and payment of the Purchase Price for the Firm Shares shall be mademade at the office of Xxxxxx & Xxxxxxx ("Counsel for the Underwriters"), subject 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Certificates for the Firm Shares shall be registered in such names and in such denominations as the Underwriters may request not less than three full business days in advance of the Closing Date. The Company agrees to Section 9have the Firm Shares available for inspection by the Underwriters in New York, at 10:00 A.M.New York, not later than 1:00 PM, New York City time, on the fourth business day (or immediately prior to the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates forof, and payment of the Purchase Price purchase price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & XxxxxXxxxxxx, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or such other location as may be mutually acceptable, at such other place as you shall designate, at 10:00 A.M., New York City time, time and on such date (the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares which may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations same as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates but shall in no event be made available to you for inspection not later earlier than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Datenor later than ten business days after the giving of the notice hereinafter referred to, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you specified in a written notice from [ ], on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts behalf of the several UnderwritersUnderwriters to purchase a number, against payment specified in such notice, of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request not later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on July 14, 1998 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation, the Underwriters Company and the Company (such Selling Shareholders shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Simpxxx Xxxxxxx & Xartxxxx, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for 005 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xxd the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 2000 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Pillsbury Madison & Sutro, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery of the Initial Securities shall be made to the Underwriters for the account of certificates foreach Underwriter in book-entry form through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefor by such Underwriter or on its behalf by wire transfer in same day funds to the Company or its order at the office of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York or at such other location as the parties may agree. Such delivery of the Initial Securities and payment of the Purchase Price for the Firm Shares purchase price thereof shall be made, subject to Section 9, made at 10:00 A.M., a.m. (New York City time), on the fourth seventh business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, of this Agreement or at such time on such other time not later than ten business days after such date as shall may be agreed upon by the Underwriters Company and the Company Representatives (such time and date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of payment the Option Securities, payments of the purchase price for and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters such Option Securities shall be made at the offices office of Xxxxxx & XxxxxPillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 000 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx 00000New York, or at such other place location as you shall designatethe parties may agree, at on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global notes, which will be deposited with the Trustee as custodian for DTC. The certificates for the global notes representing the Securities will be made available for examination by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC, as representatives of the Underwriters (the “Representatives”), in New York City not later than 10:00 A.M., a.m. (New York City time, ) on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days day prior to the Closing Date or an applicable Option Closing the Delivery Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts The cost of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment of the Purchase Price for the Firm Shares or the Additional Sharesoriginal issue tax stamps, if any, in connection with the issuance and sale of the Securities by the Company to the respective Underwriters shall be borne by the Company. The Company will pay and hold each Underwriter and any subsequent holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be purchased by any other Underwriter whose payment has not been received by payable in connection with the Closing Date original issuance or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve sale to such Underwriter from its obligations hereunderof the Securities.

Delivery and Payment. Delivery The Shares shall be represented by -------------------- definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 A.M.made available for inspection not later than 9:30 a.m., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 a.m., New York City time, on _______________, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M.9:00 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm Shares Securities shall be made, subject to Section 9, made at 10:00 9:00 A.M., New York City time, on the fourth business day Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation 3 [Date] __________ , 200_ (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000such place as you shall designate. The Closing Date and the location of, of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares Securities may be varied by agreement between you and the Company. Certificates for the Shares Securities shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding prior to the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary definitive form evidencing the Shares shall Securities will be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor by intra-bank transfer or wire transfer of same day Federal or other funds immediately available in New York City. [Delivery on the Closing Date of any Securities in bearer form shall be effected only by delivery of a single permanent global debt warrant (the "Global Debt Warrant") evidencing such Securities to a common depositary for Xxxxxx Guaranty Trust Company of New York, Brussels office or its successor, as operator of the Euroclear System ("Euroclear"), and for Clearstream Banking SA ("Clearstream") for credit to the respective accounts of each Underwriter or to such account other accounts as such Underwriter may direct at Euroclear or Clearstream. Any Global Debt Warrant shall be designated by the Company at least two business days prior delivered to you not later than the Closing Date. Any Underwriter may (but shall not be obligated to) make , against payment of funds to the Purchase Price Company in the net amount due to the Company for the Firm Shares such Securities or the Additional Shares, if any, to be purchased by any other Underwriter whose payment has not been received Global Debt Warrant by the Closing Date or method and in the applicable Option Closing Date, as the case may be, but any such payment form set forth herein. Securities in bearer form shall not relieve such Underwriter from its obligations hereunder.be evidenced only by a Global Debt Warrant until their expiration.1]

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxx Xxxx Xxxx & Freidenrich, LLP, 0000 Xxxxxxxxx Xxxxx, #0000, Xxx Xxxxx, Xxxxxxxxxx 00000, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request not later than 5:00 P.M., New York City time, on the second business day prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on November 3, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx LLP, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxx Brothers Inc. shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxx Brothers Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on __________, 2001, or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxx Brothers Inc. and the Company (such shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxx Brothers Inc. and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on May 23, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm Shares shall be made, subject made to Section 9, the Company at 10:00 A.M.a.m., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") following the date of the initial public offering at such place as you shall designate. Payment for the offices Firm Shares shall be made by one or more certified checks or official bank check or checks in same day funds or by a wire transfer of Xxxxxx & Xxxxximmediately available funds, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000as you and the Company may agree. The Closing Date and the location of, of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at to the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, Company at 10:00 A.M.a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section SECTION 2 (an "Option Closing Date"). Payment for the Additional Shares shall in each case be made by one or more certified checks or official bank check or checks in same day funds or by a wire transfer of immediately available funds, as you and the Company may agree. Any such Option Closing Date and the location of, of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable any Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M.a.m., New York City time, on the business day next preceding the Closing Date or an applicable any Option Closing Date, as the case may be. Certificates in temporary definitive form evidencing the Shares shall be delivered to you on the Closing Date or an applicable any Option Closing Date, Date as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer therefor. It is understood that you, individually and not on behalf of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter Underwriters, may (but shall not be obligated to) make payment of to the Purchase Price Company for the Firm Shares or the Additional Shares, if any, shares to be purchased by any other Underwriter whose payment has check shall not have been received by you on the Closing Date or any later date on which Additional Shares are purchased for the applicable Option Closing Date, as the case may be, but any account of such Underwriter. Any such payment by you shall not relieve such Underwriter from any of its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on , 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters applicable Closing Date (as defined below). The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 A.M.made available for inspection not later than 9:30 a.m., New York City time, on the fourth business day prior to the applicable Closing Date at the office of DTC or its designated custodian (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "Designated Office"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:30 a.m., New York City time, on ____________, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "Initial Closing Date". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M.9:30 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares, if not the Initial Closing Date, are hereinafter referred to as an "Option Closing Date"). Any such The Initial Closing Date and each Option Closing Date and are each hereinafter referred to as a "Closing Date". The documents to be delivered on each Closing Date on behalf of the location of, delivery parties hereto pursuant to Section 8 of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares this Agreement shall be registered in such names delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx LLP, Two Embarcadero Place, 0000 Xxxx Xxxx, Xxxx Xxxx, XX 00000 and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you at the Designated Office, all on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Hale xxx Dorr XXX, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for 60 Sxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000 xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than 9:00 A.M. on the second business day prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 or such other location as the parties shall mutually agree, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as DLJ shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. Shares shall be delivered by or on behalf of certificates forthe Company, and with any transfer taxes thereon duly paid by the Company, to DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 A.M.made available for inspection not later than 9:30 a.m., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 a.m., New York City time, on [________], 2000 or such other time on the same or such other date as DLJ, Salomon and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE." The time and date of certificates for, each delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M.9:00 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as DLJ, Salomon and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000-0000, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 2000 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Testx, Xxrwxxx xxx Thibxxxxx XXX and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "DESIGNATED OFFICE"). The time and date of delivery and payment for the date hereofFinn Xxxres shall be 9:00 A.M., New York City time, on _________, 2000 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Finn Xxxres are hereinafter referred to as the "Closing Date") at the offices CLOSING DATE." The time and date of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Pillsbury Madison & Sutro LLP, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for 50 Fxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on April __, 1998 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any or such Option Closing Date other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the location of, Company shall agree in writing. The time and date of delivery of and the form of payment for such any Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior are hereinafter referred to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder"OPTION CLOSING DATE".

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at made available for inspection not later than 10:00 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "Designated Office"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 10 of this Agreement shall be delivered at the offices of Xxxxx & Wood LLP, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on October __, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two (2) business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on July __, 2000 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxx and the location ofXxxx, delivery of LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as DLJ shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to DLJ through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 2000 or such other time on the same or such other date as DLJ and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as DLJ and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx Xxxxxx White & XxXxxxxxx LLP, 000 Xxxx Xxxxxx, San Francisco, California 94104 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 199_ or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Gardere & Xxxxx, L.L.P. and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 10 of this Agreement shall be delivered at the offices of Xxxxxxx, Carton & Xxxxxxx, 000 X. Xxxxx Street, Chicago, Illinois 60610 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm Shares shall be made, subject to Section 9, made at 10:00 9:00 A.M., New York City time, on the fourth business day January __, 1998 (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing DateCLOSING DATE") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000such place as you shall designate. The Closing Date and the location of, of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, designate at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing DateOPTION CLOSING DATE"). Any such Option Closing Date and the location of, of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for The Company authorizes Donaldson, Lufkin & Jenrette Securities Corporation to have the Shares xxxxxxxxed in the nxxx xx Xede & Co., as nominee of The Depository Trust Company ("DTC"), or such other name as Donaldson, Lufkin & Jenrette Securities Corporation shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the determine prxxx xx xxe Closing Date or an applicable Dxxx xx xn Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by On the Closing Date or the applicable Option Closing Date, as the case may be, but any such against payment shall not relieve such Underwriter from its obligations hereunderto the Company by the Underwriters of the Purchase Price for the Shares by wire transfer of federal or other funds immediately available in New York City, the Company will cause DTC to credit these Shares to the account of Donaldson, Lufkin & Jenrette Securities Corporation at DTC for the benxxxx xx xhe Underwrixxxx.

Delivery and Payment. Delivery The Securities shall be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Trust with The Depository Trust Company ("DTC") or its designated custodian. The Trust shall deliver the Securities, with any transfer taxes thereon duly paid by the Trust, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of DTC for the respective accounts of the several Underwriters, against payment to the Underwriters of certificates for, and payment Trust of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The global certificates representing the Firm Shares Securities shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "DESIGNATED OFFICE"). The time and date of delivery and payment for the date hereofFirm Securities shall be 9:00 A.M., New York City time, on February 22, 2000 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company (such shall agree in writing. The time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you Securities are hereinafter referred to as the "CLOSING DATE". The time and the Company. Delivery to the Underwriters date of certificates for, delivery and payment of the Purchase Price for any Additional Shares Securities to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Securities are hereinafter referred to as an "Option Closing DateOPTION CLOSING DATE"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may The documents to be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered on the Closing Date or an applicable any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement, shall be delivered at the offices of Sidley & Austin, Bank One Plaza, 10 Sxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (xxe "CLOSING LOCATION"), and the Securities will be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers with any transfer taxes thereon duly paid by the respective Sellers, and to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on November 24, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx LLP, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Attorneys (as defined in Section 7(c) below) shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxxx, Phleger & Xxxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm The Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as represented by -------------------- definitive certificates and shall be agreed upon by the Underwriters issued in such authorized denominations and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request in writing not no later than two full business days prior to the Closing Date Date. The Shares shall be delivered by or an applicable Option Closing Dateon behalf of the Selling Stockholders, as with any transfer taxes thereon duly paid by the case may berespective Selling Stockholders, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Selling Stockholders of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. Such The certificates representing the Shares shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding prior to the Closing Date, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Shares shall be 9:00 A.M., New York City time, on February __, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The documents to be delivered on the Closing Date or an applicable Option Closing Dateon behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx Xxxxxx & Xxxxxxx, as the case may be. Certificates in temporary form evidencing 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 and the Shares shall be delivered to you at the Designated Office, all on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as ING Baring Furmxx Xxxx XXX shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares with any transfer taxes thereon duly paid by the Company, to ING Baring Furmxx Xxxx XXX through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ___________, 1998 or such other time on the same or such other date as ING Baring Furmxx Xxxx XXX and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as ING Baring Furmxx Xxxx XXX and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Alstxx & Xird LLP, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for 1201 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE." The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxx Xxxx Nemerovski Xxxxxx Xxxx & Xxxxxx, Xxxxx Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxxxx and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Department, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery of the Securities shall be made to the Underwriters for the account of certificates foreach Underwriter in book-entry form through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefor by such Underwriter or on its behalf by wire transfer in same day funds to the Company or its order at the office of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York or at such other location as the parties may agree. Such delivery of the Securities and payment of the Purchase Price for the Firm Shares purchase price thereof shall be made, subject to Section 9, made at 10:00 A.M., a.m. (New York City time), on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, of this Agreement or at such time on such other time not later than ten business days after such date as shall may be agreed upon by the Underwriters Company and the Company Representatives (as hereinafter defined) (such time and date of payment and delivery being herein called is hereinafter referred to as the "“Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000”). The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global notes, which will be deposited with the Trustee as custodian for DTC. The certificates for the global notes representing the Securities will be made available for examination by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, as representatives of the Underwriters shall be made at (the offices of Xxxxxx & Xxxxx“Representatives”), 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at in New York City not later than 10:00 A.M., a.m. (New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, ) on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment The cost of the Purchase Price for the Firm Shares or the Additional Sharesoriginal issue tax stamps, if any, in connection with the issuance and sale of the Securities by the Company to the respective Underwriters shall be borne by the Company. The Company will pay and hold each Underwriter and any subsequent holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be purchased by any other Underwriter whose payment has not been received by payable in connection with the Closing Date original issuance or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve sale to such Underwriter from its obligations hereunderof the Securities.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date (as defined below) or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 A.M.made available for inspection not later than 9:30 a.m., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "Designated Office"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 a.m., New York City time, on [________], 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M.9:00 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Department, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaldson, Lufkin & Jenrette Securities Corporation shall request no lxxxx xxxx two businexx xxxx prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Donaldson, Lufkin & Jenrette Securities Corporation through the facilixxxx xx Xhe Depositoxx Xxxxx Company ("DTC"), for the respective accounts of certificates forthe several Underwriters, and against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on __________, 1998 or such other time on the same or such other date as Donaldson, Lufkin & Jenrette Securities Corporation and the CompanyCompany shxxx xxxxx in writing. Delivery Xxx xxme and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Donaldson, Lufkin & Jenrette Securities Corporation and the Company shxxx xxxxx in writing. Xxx xxme and date of delivery for the Additional Shares are hereinafter referred to as an "Option Closing DateOPTION CLOSING DATE"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may The documents to be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered on the Closing Date or an applicable any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of McDermott, Will & Emery, 227 West Monroe Street, Suite 4400, Chicago, Xxxxxxxx 60606 and xxx Shxxxx xxxxx xx xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxx, xxx xx xxe Closing Date or such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as DLJ shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be sold in lots of certificates for100 or more to a minimum of 400 beneficial owners. The Shares shall be delivered by or on behalf of the Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on August 23, 2000 or such other time on the same or such other date as DLJ and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (hereof or such other time on the same or such other date as DLJ and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 9 hereof shall be delivered at the offices of Cahixx Xxxxxx & Xeinxxx, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm The Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as represented by definitive certificates and shall be agreed upon by the Underwriters issued in such authorized denominations and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation shall request in writing not no later than two full business days prior to the Closing Date or an the applicable Option Closing DateDate (as defined below), as the case may be. Such The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers (provided, however, that you shall pay the New York State stock transfer tax, and if you have promptly and properly filed all necessary notices and reports with respect thereto to obtain a rebate for such tax payment, the Sellers shall reimburse you for associated carrying costs if such tax payment is not rebated on the date of payment and for any portion of such tax payment not rebated), to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing DateDate (as defined below), as the case may be, but any at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on January ___, 1998 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment shall not relieve such Underwriter from its obligations hereunder.for the Firm Shares are hereinafter referred

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Howard, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for Rice, Nemerovski, Canady, Falk & Xabkin, Three Embaxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000 Xxxn: Joanxx Xxx, xxd the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price A global certificate for the Firm Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day Securities (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing DateGlobal Certificate") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names the name of Cede & Co., nominee of the Depository Trust Company ("DTC"), and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable (as defined below) or, if applicable, each Option Closing Date, Date (as the case may bedefined below). Such certificates The Global Certificate shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding prior to the Closing Date or an applicable or, if applicable, each Option Closing Date, as at the case may beoffice of DTC or its designated custodian (the "Designated Office"). Certificates The Global Certificate, or other form agreed to in temporary form the alternative, evidencing the Shares Securities, shall be delivered to you Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of DTC or the Designated Office on the Closing Date or an applicable or, if applicable, each Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefor therefore by intra-bank transfer or wire transfer of Federal or other funds immediately available in New York City. The time and date of delivery and payment for the Firm Securities shall be 9:00 A.M., New York City time, on ________, 1998 or such other time on the same day funds or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of such delivery and payment are hereinafter referred to as the "Closing Date". The time and date of delivery and payment for the Additional Securities shall be 9:00 A.M., New York City time, on such account as date or dates (each, an "Option Closing Date"), which may be designated by the Company at least two business days prior to same as the Closing Date. Any Underwriter may (, but shall not in no event be obligated to) make payment of earlier than the Purchase Price for the Firm Shares or the Additional Shares, if any, to be purchased by any other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as shall be specified in the case applicable exercise notice given by you pursuant to Section 2. Any such Option Closing Date and the location of delivery of and the form of payment for such Additional Securities may bebe varied by agreement between you and the Company. The documents to be delivered on the Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxxxx & Xxxxxx, but any such payment 000 Xxxxx Xxxxxx Xxxxx, Suite 3000, Chicago, Illinois 60606 and the Securities shall not relieve such Underwriter from its obligations hereunderbe delivered at the Designated Office, all on the Closing Date or, if applicable, the Option Closing Date.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Venture Law Group, a Professional Corporation, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two full business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Selling Stockholders, and with any transfer taxes thereon duly paid by the respective Selling Stockholders, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Selling Stockholders of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between 9:00 A.M., New York City time, on May __, 2000 or such other time on the same or such other date as you and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as you and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Company or the Selling Stockholders, and as the case may be, with any transfer taxes thereon duly paid by the Company or the Selling Stockholders, as the case may be, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 2000 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanySellers shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, the Company and the Selling Stockholders shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 10 of this Agreement shall be delivered at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Brobxxx, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for Xxleger & Harrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, XX 00000 xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be issued in such authorized denominations and registered in such names as Xxxxxx shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxx through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for the Firm therefore by wire transfer of federal or other funds immediately available in New York City. The Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "Designated Office"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1998 or such other time on the same or such other date as Xxxxxx and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxx and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for The Company shall deliver the Firm Shares shall be madeSecurities at the office of Jannxx Xxxtxxxxxx Xxxxx Xxx., subject to Section 926 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx, xx ________________, 1996 at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or and time of such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein hereinafter called the "Closing Date") at ." On the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location ofDate, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters Securities shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Companyyou, for the respective accounts of the several Underwriters, against payment by the several Underwriters through you of the Purchase Price therefor by intra-purchase price for the Firm Securities. The purchase price for the Firm Securities will be paid to or upon the order of the Company, in bank transfer or wire transfer checks in New York Clearing House funds. Certificates for the Firm Securities shall be made available to you for inspection, checking and packaging at the office of same Jannxx Xxxtxxxxxx Xxxxx Xxx., 26 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx, xxt less than one full business day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but Time shall not be obligated to) make payment of the Purchase Price for essence and delivery at the Firm Shares time and place specified in this agreement is a further condition to the obligations of each Underwriter. In the event the Underwriters exercise the option granted in Section 4(a) hereof to purchase all or any portion of the Additional SharesSecurities, if anythe Company shall deliver the Additional Securities at the office of Jannxx Xxxtxxxxxx Xxxxx Xxx., to be purchased by any other Underwriter whose payment has not been received by 26 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York City time on the Option Closing Date or (as hereinafter defined). On the applicable Option Closing Date, as delivery of the case may beAdditional Securities shall be made to you, but any such for the respective accounts of the several Underwriters, against payment by the several Underwriters through you of the purchase price for the Additional Securities. The purchase price for the Additional Securities will be paid to or upon the order of the Company, in bank checks in New York Clearing House funds. Certificates for the Additional Securities shall not relieve such Underwriter from its be made available to you for inspection, checking and packaging at the office of Jannxx Xxxtxxxxxx Xxxxx Xxx., 26 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx, xxt less than one full business day prior to the Option Closing Date. Time shall be of the essence and delivery at the time and place specified in this agreement is a further condition to the obligations hereunderof each Underwriter.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation shall request not later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Fund shall deliver the Shares, with any transfer taxes thereon duly paid by the Fund, to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Fund of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on July 31, 1998 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and the Company (such Fund shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and the Fund shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such Payment of the Underwriters' fee described in the third paragraph of Section 2 hereof shall be made or caused to be made by the Investment Manager to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation for its own account and the account of each Underwriter in Federal or other funds immediately available in New York City on the Closing Date and any Option Closing Date. The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 10 of this Agreement shall be delivered at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxx and the location ofXxxx LLP, delivery of 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery Payment for the ADSs shall be made by Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation on behalf of the several Underwriters in U.S. dollars to the Underwriters of certificates for, and Sellers (such payment being received by the Sellers in satisfaction for the purchase price of the Purchase Price Shares) by wire transfer in same day funds on the Closing Date or the applicable Option Closing Date, as the case may be, against deposit of the Ordinary Shares underlying such ADSs with the London office of The Bank of New York, as custodian for the Firm Shares Depositary (the "CUSTODIAN"), instruction by the Custodian to the Depositary to issue such ADSs and delivery of ADRs evidencing all such ADSs. The ADRs shall be madein definitive form and shall be in such names and in such denominations as Xxxxxxxxx, subject Lufkin & Xxxxxxxx Securities Corporation shall request not later than two business days prior to Section 9the Closing Date or the applicable Option Closing Date (as defined below), at 10:00 with any stamp duty or stamp duty reserve tax payable in connection with the deposit by the Company of the Shares with the Depositary or the Custodian against the issuance of ADRs evidencing ADSs duly paid. The certificates for the ADRs will be made available for inspection and packaging not later than 8:00 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be. The time and date of delivery of the Exchange Act) following the date hereofADSs shall be 8:00 A.M., New York City time, on September __, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you ADSs are hereinafter referred to as the "CLOSING DATE." The time and the Company. Delivery to the Underwriters date of certificates for, delivery and payment of the Purchase Price for any Additional Shares ADSs to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 8:00 A.M., New York City time, on the date specified in the applicable exercise notice given by to you pursuant to Section 2 (hereof or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional ADSs are hereinafter referred to as an "Option Closing DateOPTION CLOSING DATE"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior The documents to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable any Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts Date on behalf of the several Underwritersparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxx Xxxx & Xxxxxxxx, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment of the Purchase Price for the Firm Shares or the Additional Shares000 Xxxxxxxxx Xxxxxx, if anyXxx Xxxx, to be purchased by any other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunderXxx Xxxx 00000.

Delivery and Payment. Delivery to the Underwriters of certificates for, and -------------------- payment of the Purchase Price for the Firm Shares shall be made, subject to Section 9, made at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under unless otherwise permitted by the Commission pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") ), following the date of the offering, at the offices of counsel to the Underwriters, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 0000 Xxxxxx & Xxxxx, 000 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, designate at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the CompanySelling Stockholder. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary definitive form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, Selling Stockholder for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day immediately available funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment order of the Purchase Price for the Firm Shares or the Additional Shares, if any, to be purchased by any other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunderSelling Stockholder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaldson, Lufkin & Jenrette Secuxxxxxx Xxrporation sxxxx xxxuest no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Selling Stockholders, and with any transfer taxes thereon duly paid by the respective Selling Stockholders, to Donaldson, Lufkin & Jenrette Secuxxxxxx Xxrporation txxxxxx xhe facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Selling Stockholders of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 A.M.made available for inspection not later than 9:30 a.m., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 a.m., New York City time, on July 7, 1998 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Donaldson, Lufkin & Jenrette Secuxxxxxx Xxrporation, xxx Xxxxany and the Company (such Selling Stockholders shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M.9:00 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaldson, Lufkin & Jenrette Secuxxxxxx Xxrporation, xxx Xxxxany and the Selling Stockholders shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may The documents to be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered on the Closing Date or an applicable any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Stoel Rives LLP, 900 SW Fifth Avenue, Suite 2300, Xxxxxxxx, Xxxxxx 00000, xxx xxx Xxxxxx xxxxx xx xxxxxxxed at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on February ___, 2000 such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery of the Firm Securities and the Option Securities (if the Option shall have been exercised on or before the third business day prior to the Underwriters of certificates forClosing Date) shall be made to the Initial Purchaser, and against payment of the Purchase Price for purchase price in same day funds in a manner satisfactory to the Firm Shares shall be madeparties, subject to Section 9at the office of Xxxxxx Xxxxxxx & Xxxx, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), at 10:00 A.M.a.m., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereofMarch 31, 1997, or at such time on such other time date not later than ten seven full business days after such date thereafter as shall may be agreed upon in writing by the Underwriters Company and the Company Initial Purchaser (such date and time and date of payment and delivery being is herein called referred to as the "Closing Date"). At least twenty-four hours prior to the Closing Date, the Company shall deliver to The Depository Trust Company ("DTC") a global certificate or certificates registered in the name of Cede & Co., the nominee of DTC, and representing all Securities the beneficial interests in which are to be sold to Qualified Institutional Buyers. The interests of such beneficial owners will be represented by book entries on the records of DTC and participating members thereof. Any Securities sold to Institutional Accredited Investors that are not Qualified Institutional Buyers or outside the United States to a non-U.S. person within the meaning of Regulation S under the Securities Act in a transaction meeting the requirements of Rule 904 under the Securities Act shall be issued in definitive fully registered form, and in such denominations and registered in such names as the Initial Purchaser may request upon at least forty-eight hours' prior written notice to the Company, and shall bear the legend relating thereto set forth on Exhibit A. For the purpose of expediting the checking and packaging of certificates for the Securities, the Company agrees to make such certificates available for inspection at least twenty-four hours prior to the Closing Date at the offices of Xxxxxx & XxxxxNSCC, 000 Xxxx 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The documents to be delivered at the Closing Date and by or on behalf of the location ofparties hereto pursuant to Section 5 hereof, delivery of and including the form of payment cross-receipt for the Firm Shares may Securities, will be varied by agreement between you delivered at such time and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made date at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or Closing Location. A meeting will be held at such other place as you shall designate, the Closing Location at 10:00 A.M., 2:00 p.m. New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, time on the business day next preceding the Closing Date or an applicable Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. If the Option is exercised after the third business day prior to the Closing Date, as delivery of the case may be. Certificates in temporary form evidencing the Shares Option Securities shall be delivered made to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several UnderwritersInitial Purchaser, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer purchase price therefor, at the Closing Location and on the Option Closing Date. The manner of payment of the purchase price for, and the terms and conditions governing the delivery, denominations and registrations of and legends on certificates (as well as the checking and packaging thereof) evidencing, the Option Securities and the prior review of documents shall be the same day funds as provided in this Section 2 with respect to such account as may be designated by Securities purchased on the Company at least two business days prior Closing Date, except that with respect to the Option Securities references to the Closing Date shall be deemed to have reference to the Option Closing Date. Any Underwriter may (but shall not be obligated to) make payment The obligation of the Purchase Price for Initial Purchaser to purchase the Firm Shares or Option Securities on the Additional SharesOption Closing Date shall be conditioned upon receipt of supplemental documents as provided in Section 5(p) hereof. The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Securities by the Company to the Initial Purchaser shall be borne by the Company. The Company will pay and save the Initial Purchaser and any subsequent holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying Federal and state stamp and other transfer taxes, if any, which may be payable or determined to be purchased by any other Underwriter whose payment has not been received by payable in connection with the Closing Date original issuance or sale to the applicable Option Closing Date, as Initial Purchaser of the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunderSecurities.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as DLJ shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Company or the Selling Shareholders, and as the case may be, with any transfer taxes thereon duly paid by the respective Seller, to DLJ through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company or the Selling Shareholders, as the case may be, of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1998 or such other time on the same or such other date as DLJ and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any or such Option Closing Date other time on the same or such other date as DLJ and the location of, Company shall agree in writing. The time and date of delivery of and the form of payment for such any Additional Shares may are hereinafter referred to as the "OPTION CLOSING DATE." The documents to be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered on the Closing Date or an applicable any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Sachnoff & Weaver, Ltd., 30 South Wacker Dr., 29th floor, Chicago, Illinxxx 00006, xxx xxe Shares xxxxx xx xxxxxxxxx xx the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as DLJ shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to DLJ through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "Designated Office"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________ __, 1999 or such other time on the same or such other date as DLJ and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as DLJ and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as XX Xxxxx shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to XX Xxxxx through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 2000 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters XX Xxxxx and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as XX Xxxxx and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Duane, Morris & Heckscher LLP, Xxx Xxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for -------------------- the Firm Shares shall be made, subject to Section 9, made at 10:00 A.M., New York City time, on the fourth business day ________ __, 1996 (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & XxxxxXxxxxxx, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 0000000000 or at such place as the parties hereto agree in writing. The Closing Date and the location of, of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the CompanySellers. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date")) at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 or at such place as the parties hereto agree in writing. Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ("DLJ") and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary definitive form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the CompanySellers in accordance with Section 6(a), for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank wire transfer or wire transfer of same day certified or official bank checks payable in Federal funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment order of the Purchase Price for the Firm Shares or the Additional Shares, if any, to be purchased by any other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunderSellers.

Delivery and Payment. Delivery The Securities shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date (as defined below). The Company shall deliver the Securities, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares Securities shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day prior to the Closing Date (as defined below), at the office of DTC or its designated custodian (the third business day if required under Rule 15c6-1 "Designated Office"). The time and date of delivery and payment for the Exchange Act) following the date hereofSecurities shall be 9:00 A.M., New York City time, on March 18, 1998 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of such delivery and payment and delivery being herein called are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares Securities to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery of the Additional Securities are hereinafter referred to as an "Option Additional Securities Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may The documents to be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered on the Closing Date or an applicable Option any Additional Securities Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and the Securities shall be delivered at the Designated Office, all on the Closing Date or Additional Securities Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Company, and with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxx & Bird LLP, 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation shall request not later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Fund shall deliver the Shares, with any transfer taxes thereon duly paid by the Fund, to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Fund of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on July 30, 1998 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and the Company (such Fund shall agree in writing. The time and date of delivery and payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and the Fund shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such Payment of the Underwriters' fee described in the third paragraph of Section 2 hereof shall be made or caused to be made by the Investment Manager to Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation for its own account and the account of each Underwriter in Federal or other funds immediately available in New York City on the Closing Date and any Option Closing Date. The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 10 of this Agreement shall be delivered at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000). The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing (an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxxx Coie LLP, 0000 X.X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two full business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters you and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as you and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an applicable Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary definitive form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Bear, Steaxxx & Xo. Inc. shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Bear, Steaxxx & Xo. Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on April __, 1998 or such other time on the same or such other date as Bear, Steaxxx & Xo. Inc. and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the U.S. Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the U.S. Representatives pursuant to Section 2 (or such other time on the same or such other date as Bear, Steaxxx & Xo. Inc. and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Skadden, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for Arps, Slate, Meagxxx & Xlom XXX, 919 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates, if requested by the Underwriters, and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Attorneys shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 10 of this Agreement shall be delivered at the offices of Alstxx & Xird LLP, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for 1201 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Bear, Stearns & Co. Inc. shall request xx xxxxr than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Selling Stockholders, and with any transfer taxes thereon duly paid by the respective Selling Stockholders, to Bear, Stearns & Co. Inc. through the faxxxxxxxs of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Selling Stockholders of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereofMay 28, 1999 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Bear, Stearns & Co. Inc. and the Company (such Companx xxxxl agree in writing. The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you are hereinafter referred to as the "CLOSING DATE." The time and the Company. Delivery to the Underwriters date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the Representatives pursuant to Section 2 (or such other time on the same or such other date as Bear, Stearns & Co. Inc. and the Companx xxxxx agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may OPTION CLOSING DATE." The documents to be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered on the Closing Date or an applicable Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plxxx, Nex Xxxx, New Xxxx 00000, xxx xxx Xxxxxx xxxxx xx xxxxxxxed at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on March ___, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of ____________________, [ADDRESS OF CLOSING LOCATION], and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price Certificates in definitive form for the Firm Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares Securities to be purchased by the Underwriters shall be made at the offices of Xxxxxx & XxxxxUnderwriter hereunder, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at and in such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date denominations and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall may request in writing not later than upon at least two full business days days’ prior notice to the Closing Date or an applicable Option Closing DateCompany, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you by or on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts behalf of the several UnderwritersCompany to you, against payment of the Purchase Price purchase price therefor by intra-bank transfer or wire transfer of same day funds to such an account as may be designated by the Company at least two business days prior (the Company agreeing to reimburse the Closing Date. Any Underwriter may (but shall not be obligated to) make payment of the Purchase Price for the Firm Shares or the Additional Sharesany costs associated with such settlement, if any), all at the offices of Xxxxx & Xxxxxxxxxxxx, Inc., 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx. Such certificates may be deposited with the Depository Trust Company (“DTC”) or a custodian for DTC and registered in the name Cede & Co., as nominee for DTC. The time and date of such delivery and payment shall be, with respect to the Firm Securities, 10:00 a.m., New York, New York time, on , 2005, or at such other time and date as you and the Company may agree upon in writing and, with respect to the Optional Securities, 10:00 a.m., New York, New York time, on the date specified by you in the written notice of the Underwriter’s election to purchase such Optional Securities, or at such other time and date as you and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the “First Delivery Date,” such time and date for delivery of the Optional Securities, if not the First Delivery Date, is herein called the “Second Delivery Date,” and each such time and date for delivery is herein called a “Delivery Date.” Any certificates in definitive form will be purchased by any made available to the Underwriter for checking and packaging at least 24 hours prior to each Delivery Date at the offices of the Underwriter in Richmond, Virginia or such other Underwriter whose payment has not been received location designated by the Closing Date or Underwriter to the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunderCompany.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two (2) business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "Designated Office"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on April __ 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "Closing Date." The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for the Option Shares are hereinafter referred to as an "Option Closing Date"). Any such ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Akin, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for Gump, Strauss, Hauex & Xeld, 0033 Xxx Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, xxd the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price Certificates in definitive form for the Firm Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares Securities to be purchased by the Underwriters shall be made at the offices of Xxxxxx & XxxxxUnderwriter hereunder, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at and in such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date denominations and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall the Underwriter may request in writing not later than upon at least two full business days days' prior notice to the Closing Date or an applicable Option Closing DateCompany, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you by or on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts behalf of the several UnderwritersCompany to the Underwriter, against payment of the Purchase Price purchase price therefor by intra-bank transfer or wire transfer of same day funds to such an account as may be designated by the Company at least two business days prior (the Company agreeing to reimburse the Closing Date. Any Underwriter may (but shall not be obligated to) make payment of the Purchase Price for the Firm Shares or the Additional Sharesany costs associated with such settlement, if any), all at the offices of Xxxxx & Xxxxxxxxxxxx, Inc., 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx. Such certificates may be deposited with the Depository Trust Company ("DTC") or a custodian for DTC and registered in the name Cede & Co., as nominee for DTC. The time and date of such delivery and payment shall be, with respect to be purchased by any the Firm Securities, 10:00 a.m., New York, New York time, on , 2005, or at such other time and date as the Underwriter whose payment has not been received and the Company may agree upon in writing and, with respect to the Optional Securities, 10:00 a.m., New York, New York time, on the date specified by the Closing Date Underwriter in the written notice of the Underwriter's election to purchase such Optional Securities, or at such other time and date as the applicable Option Closing Underwriter and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the "First Delivery Date," such time and date for delivery of the Optional Securities, if not the First Delivery Date, as is herein called the case may be"Second Delivery Date," and each such time and date for delivery is herein called a "Delivery Date." Any certificates in definitive form will be made available to the Underwriter for checking and packaging at least 24 hours prior to each Delivery Date at the offices of the Underwriter in Richmond, but any Virginia or such payment shall not relieve such other location designated by the Underwriter from its obligations hereunderto the Company.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price Certificates in definitive form for the Firm Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares Securities to be purchased by the Underwriters Underwriter hereunder, and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company, shall be made delivered by or on behalf of the Company to you, against payment of the purchase price therefor by certified or official bank check in next day funds (unless the Company desires settlement in same day funds, in which case the Company shall pay the Underwriter for any costs associated with settlement in same day funds), all at the offices of Xxxxxx Trident Securities, Inc., 4300 Six Forks Road, Suite 710, Raleigh, North Carolina. Such Certificaxx xxx xx xxxxxxxxx xxxx xxx Xxxxxxxxxx Xxxxx Xxxxxxx ("DTC") or a custodian for DTC and registered in the name Cede & XxxxxCo., 000 Xxxx Xxxxxxas nominee for DTC. The time and date of such delivery and payment shall be, Xxx Xxxxwith respect to the Firm Securities, Xxx Xxxx 0000010:00 a.m., New York, New York time, on ________ __, 2003, or at such other place time and date as you shall designateand the Company may agree upon in writing and, at with respect to the Optional Securities, 10:00 A.M.a.m., New York, New York City time, on the date specified by you in the applicable exercise written notice given by you pursuant of the Underwriter's election to Section 2 (an "Option Closing Date"). Any purchase such Option Closing Date Optional Securities, or at such other time and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between date as you and the CompanyCompany may agree upon in writing. Certificates Such time and date for delivery of the Shares shall be registered in Firm Securities is herein called the "First Delivery Date," such names time and issued in such denominations as you shall request in writing date for delivery of the Optional Securities, if not later than two full business days prior to the Closing Date or an applicable Option Closing First Delivery Date, as is herein called the case may be. "Second Delivery Date," and each such time and date for delivery is herein called a "Delivery Date." Such certificates shall will be made available to you the Underwriter for inspection not later than 9:30 A.M., New York City time, on checking and packaging at least 24 hours prior to each Delivery Date at the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts offices of the several UnderwritersUnderwriter in Raleigh, against payment of the Purchase Price therefor by intra-bank transfer North Carolina or wire transfer of same day funds to such account as may be other location designated by the Company at least two business days prior Underwriter to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunderCompany.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Bear, Xxxxxxx & Co. Inc. shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Selling Stockholders, and with any transfer taxes thereon duly paid by the respective Selling Stockholders, to Bear, Xxxxxxx & Co. Inc. through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Selling Stockholders of the Purchase Price therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof[November __, 1998] or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Bear, Xxxxxxx & Co. Inc. and the Company (such shall agree in writing. The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you are hereinafter referred to as the "CLOSING DATE." The time and the Company. Delivery to the Underwriters date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you the Representatives pursuant to Section 2 (or such other time on the same or such other date as Bear, Xxxxxxx & Co. Inc. and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may OPTION CLOSING DATE." The documents to be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered on the Closing Date or an applicable Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. On the Closing Date and any Option Closing Date, simultaneously with (i) the purchase by the Underwriters of Firm Warrants or Additional Warrants and (ii) the payment by the Underwriters to the Company of the exercise price of $0.06439 per share (the "WARRANT EXERCISE PRICE"), the Underwriters will be deemed to have exercised such Firm Warrants or Additional Warrants and the Company will immediately issue to the Underwriters the related Firm Warrant Shares or Additional Warrant Shares, as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Selling Stockholders, with any transfer taxes thereon duly paid by the respective Selling Stockholders, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Selling Stockholders of the Share Purchase Price therefor and the Warrant Purchase Price therefor, as applicable, and payment to the Company of the Purchase Warrant Exercise Price for therefor, by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "DESIGNATED OFFICE"). The time and date of delivery and payment for the date hereofFirm Securities and the Firm Warrant Shares shall be 9:00 A.M., New York City time, on February __, 1998 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, the Underwriters Company and the Company (such Selling Stockholders shall agree in writing. The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you Securities and the Company. Delivery Firm Warrant Shares are herein referred to as the Underwriters "CLOSING DATE." The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Securities and Additional Warrant Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, the Company and the Selling Stockholders shall agree in writing. The time and date of delivery and payment for any Additional Securities and Additional Warrant Shares are herein referred to as the "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of O'Melveny & Xxxxx LLP, 1999 Avenue of the Stars, Xxx Xxxxxxx, Xxxxxxxxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "DESIGNATED OFFICE"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on ________, 1999, or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company (such shall agree in writing. The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you are hereinafter referred to as the "CLOSING DATE". The time and the Company. Delivery to the Underwriters date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Brobxxx, Xxleger & Harrxxxx XXX, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire-transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1998 or such other time on the same date or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall designate. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same date or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall designate. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE." The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on December 14, 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING Date". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Howard, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for Rice, Nemerovski, Canady, Falk & Xabkin, Three Embaxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000 Xxxn: Joanxx Xxx, xxd the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be evidenced by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 A.M.made available for inspection not later than 9:30 a.m., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 a.m., New York City time, on ________, 1998 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M.9:00 a.m., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of each delivery and payment for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may OPTION CLOSING DATE." The documents to be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered on the Closing Date or an applicable any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Vinsxx & Xlkixx X.X.P., 1001 Xxxxxx Xxxxxx, Suite 2300, Houston, Texas 77002 and the shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on February ___, 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Brobxxx, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for Xxleger & Harrxxxx XXX, 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xxx the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Company, and with any transfer taxes thereon duly paid by the Company, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on [________], 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any or such Option Closing Date other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the location of, Company shall agree in writing. The time and date of delivery of and the form of payment for such any Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior are hereinafter referred to the Closing Date or an applicable Option Closing Date, as the case may be"OPTION CLOSING DATE". Such certificates shall be made available The documents to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable any Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts Date on behalf of the several Underwritersparties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Testx, against payment of Xxrwxxx & Xhibxxxxx, XXP, High Street Tower, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xxx the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but Shares 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "Designated Office"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on March __, 1999 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "Closing Date." The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option Closing Date"). Any such ." The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for the Firm The Shares shall be made, subject to Section 9, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as represented by definitive certificates and shall be agreed upon by the Underwriters issued in such authorized denominations and the Company (such time and date of payment and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation shall request in writing not no later than two full business days prior to the Closing Date or an the applicable Option Closing DateDate (as defined below), as the case may be. Such The Shares shall be delivered by or on behalf of the Company, with any transfer taxes thereon duly paid by the Company, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but at the office of DTC or its designated custodian (the "Designated Office"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on ________, 1999 or such other time on the The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Thomxxxx & Xnight, P.C., located at 1700 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 xxx the Shares shall be delivered at the Designated Office, all on the Closing Date or such payment shall not relieve such Underwriter from its obligations hereunderOption Closing Date, as the case may be.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Sellers, and with any transfer taxes thereon duly paid by the respective Sellers, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on , 1998 or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the CompanyCompany shall agree in writing. Delivery to the Underwriters The time and date of certificates for, delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of the Purchase Price delivery and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Xxxx and the location of, delivery of Xxxx LLP and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.3

Delivery and Payment. Delivery of the Initial Securities shall be made to the Underwriters for the account of certificates for, and each Underwriter in book-entry form through the facilities of The Depository Trust Company (“DTC”) against payment of the Purchase Price for purchase price therefor by such Underwriter or on its behalf therefor by wire transfer in same day funds to the Firm Shares Company or its order at the office of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York or at such other location as the parties may agree. Such payment of the Initial Securities shall be made, subject to Section 9, made at 10:00 A.M.a.m., New York City time, on the fourth seventh business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, of this Agreement or at such time on such other time not later than ten business days after such date as shall may be agreed upon by the Underwriters Company and the Company Representatives (such time and date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of payment the Option Securities, payments of the purchase price for and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters such Option Securities shall be made at the offices of Xxxxxx & Xxxxx, 000 Pillsbury Xxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx LLP, or at such other place location as you shall designatethe parties may agree, at on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global Securities in book-entry form, which will be deposited by or on behalf of the Company with DTC or its designated custodian. The certificates for the Securities will be made available for examination and packaging by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and Xxxxx Fargo Securities, LLC, as representatives of the several Underwriters (the “Representatives”), in New York City not later than 10:00 A.M., a.m. (New York City time, ) on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days day prior to the Closing Date or an applicable Option Closing the Delivery Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts The cost of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment of the Purchase Price for the Firm Shares or the Additional Sharesoriginal issue tax stamps, if any, in connection with the issuance and sale of the Securities by the Company to the respective Underwriters shall be borne by the Company. The Company will pay and hold each Underwriter and any subsequent holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be purchased by any other Underwriter whose payment has not been received by payable in connection with the Closing Date original issuance or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve sale to such Underwriter from its obligations hereunderof the Securities.

Delivery and Payment. Delivery of the Initial Securities shall be made to the Underwriters for the account of certificates foreach Underwriter in book-entry form through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefor by such Underwriter or on its behalf by wire transfer in same day funds to the Company or its order at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York, or at such other location as the parties may agree. Such delivery of the Initial Securities and payment of the Purchase Price for the Firm Shares purchase price thereof shall be made, subject to Section 9, made at 10:00 A.M.a.m., New York City time, on the fourth fifth business day (or the third business day if required under Rule 15c6-1 of the Exchange Act) following the date hereof, of this Agreement or at such time on such other time not later than ten business days after such date as shall may be agreed upon by the Underwriters Company and the Company Representatives (such time and date is hereinafter referred to as the “Closing Date”). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of payment the Option Securities, payments of the purchase price for and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters such Option Securities shall be made at the offices of Xxxxxx & XxxxxPillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 000 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx 00000New York, or at such other place location as you shall designatethe parties may agree, at on the relevant Delivery Date as specified in the notice from the Representatives to the Company pursuant to Section 1(c). The Securities to be purchased by each Underwriter hereunder will be represented by one or more registered global notes in book-entry form, which will be deposited by or on behalf of the Company with DTC or its designated custodian. The global notes representing the Securities will be made available for examination and packaging by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC, UBS Securities LLC and Xxxxx Fargo Securities, LLC, as representatives of the Underwriters (the “Representatives”), in New York City not later than 10:00 A.M., a.m. (New York City time, ) on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days day prior to the Closing Date or an applicable Option Closing the Delivery Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts The cost of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter may (but shall not be obligated to) make payment of the Purchase Price for the Firm Shares or the Additional Sharesoriginal issue tax stamps, if any, in connection with the issuance and sale of the Securities by the Company to the Underwriters shall be borne by the Company. The Company will pay and hold each Underwriter and any subsequent holder of the Securities harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp and other issuance taxes, if any, which may be payable or determined to be purchased by any other Underwriter whose payment has not been received by payable in connection with the Closing Date original issuance or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve sale to such Underwriter from its obligations hereunderof the Securities.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of certificates forthe Company, and with any transfer taxes thereon duly paid by the Company, to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to or for the account of the Company of the Purchase Price for therefor by wire transfer of Federal or other funds immediately available in New York City. The certificate(s) representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following "Designated Office"). The time and date of delivery and payment for the date hereofFirm Shares shall be 9:00 A.M., New York City time, on August 4, 2000 or such other time not later than ten business days after on the same or such other date as shall be agreed upon by the Underwriters Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company (such shall agree in writing. The time and date of payment and delivery being herein called for the Firm Shares are hereinafter referred to as the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date time and the location of, date of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. Delivery to the Underwriters of certificates for, and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option Closing Date"). Any such The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of O'Melveny & Xxxxx LLP, 1999 Avenue of the Stars, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx, 00000, and the location of, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the respective Sellers, to Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 1999 or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as Donaxxxxx, Xxfkin & Jenrxxxx Xxxurities Corporation and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date and on behalf of the location ofparties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & Xachxxxxx, delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for XXP., 155 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, xxd the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery and Payment. Delivery The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as DLJ shall request no later than two business days prior to the Underwriters Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Company shall deliver the Shares, with any transfer taxes thereon duly paid by the Company, to DLJ through the facilities of certificates forThe Depository Trust Company ("DTC"), and for the respective accounts of the several Underwriters, against payment to the Company of the Purchase Price for therefore by wire transfer of Federal or other funds immediately available in New York City to an account which shall have been specified by the Firm company at least three business days prior to the Closing Date or the applicable Option Closing Date, as the case may be (as defined below). The certificates representing the Shares shall be made, subject to Section 9, at 10:00 made available for inspection not later than 9:30 A.M., New York City time, on the fourth business day (prior to the Closing Date or the third business day if required under Rule 15c6-1 applicable Option Closing Date, as the case may be, at the office of DTC or its designated custodian (the Exchange Act) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such "DESIGNATED OFFICE"). The time and date of payment delivery and delivery being herein called the "Closing Date") at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Closing Date and the location of, delivery of and the form of payment for the Firm Shares may shall be varied by agreement between you 9:00 A.M., New York City time, on ________, 2000 or such other time on the same or such other date as DLJ and the CompanyCompany shall agree in writing. Delivery The time and date of delivery for the Firm Shares are hereinafter referred to as the Underwriters "CLOSING DATE". The time and date of certificates for, delivery and payment of the Purchase Price for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as you shall designate, at 10:00 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (or such other time on the same or such other date as DLJ and the Company shall agree in writing. The time and date of delivery for any Additional Shares are hereinafter referred to as an "Option OPTION CLOSING DATE". The documents to be delivered on the Closing Date"). Any such Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 8 of this Agreement shall be delivered at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and the location ofPopeo, delivery of P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and the form of payment for such Additional Shares may be varied by agreement between you and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to delivered at the Designated Office, all on the Closing Date or an applicable such Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an applicable Option Closing Date, as the case may be. Certificates in temporary form evidencing the Shares shall be delivered to you on the Closing Date or an applicable Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by intra-bank transfer or wire transfer of same day funds to such account as may be designated by the Company at least two business days prior to the Closing Date. Any Underwriter 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 other Underwriter whose payment has not been received by the Closing Date or the applicable Option Closing Date, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.