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

Delivery of and Payment for the Shares. Provided that the Escrow Agent is authorized and empowered in accordance with the terms of the Escrow Agreement to release the proceeds of the Offering from escrow as described in the Escrow Agreement, and provided further that this Agreement shall not have been terminated pursuant to the terms hereof, payment for the Shares shall be made at a closing (the "Closing") to be held at the offices of the Agent's counsel (or such other place as the parties hereto may agree), as provided herein. The date of a Closing hereunder is sometimes referred to as the "Closing Date". Payment for the Shares sold on behalf of the Company by the Agent shall be made to the Company or to the order of the Company by the Escrow Agent acting upon instructions from the Company and the Agent pursuant to the terms and conditions of the Escrow Agreement, and payment shall be delivered to the Company by the Escrow Agent by one or more certified or official bank checks in next-day funds. Such payment shall be made upon delivery by the Company of the certificates for the Shares to the Agent, for the respective accounts of the several purchasers of the Shares against receipt therefor signed by the Agent. The certificates for the Shares to be delivered at any Closing will be registered in such name or names, and shall be in such denominations, as the Agent may request; PROVIDED, HOWEVER, that such request shall be made no later than three (3) business days prior to the Closing Date. The certificates representing the Shares will be made available to the Agent for inspection, checking and packaging at the office of the Company's transfer agent and registrar (the "Transfer Agent"), not less than one (1) business day prior to the Closing Date.

Appears in 3 contracts

Samples: Success Development International Inc, Success Development International Inc, Success Development International Inc

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Delivery of and Payment for the Shares. Provided that the Escrow Agent is authorized and empowered in accordance with the terms of the Escrow Agreement to release the proceeds of the Offering from escrow as described in the Escrow Agreement, and provided further that this Agreement shall not have been terminated pursuant to the terms hereof, payment for the Shares shall be made at a closing (the "Closing") to be held at the offices of the AgentCompany's counsel (or such other place as the parties hereto may agree), as provided herein. The date of a Closing hereunder is sometimes referred to as the "Closing Date". Payment for the Shares sold on behalf of the Company by the Agent shall be made to the Company or to the order of the Company by the Escrow Agent acting upon instructions from the Company and the Agent pursuant to the terms and conditions of the Escrow Agreement, and payment shall be delivered to the Company by the Escrow Agent by one or more certified or official bank checks in next-day funds. Such payment shall be made upon delivery by the Company of the certificates for the Shares to the Agent, for the respective accounts of the several purchasers of the Shares against receipt therefor signed by the Agent. The certificates for the Shares to be delivered at any Closing will be registered in such name or names, and shall be in such denominations, as the Agent may request; PROVIDEDprovided, HOWEVERhowever, that such request shall be made no later sooner than three (3) business days prior to the Closing Date. The certificates representing the Shares will be made available to the Agent for inspection, checking and packaging at the office of the Company's transfer agent and registrar (the "Transfer Agent"), not less than one (1) business day prior to the Closing Date.

Appears in 1 contract

Samples: Unity Holdings Inc

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Delivery of and Payment for the Shares. Provided that The Company shall deliver or cause to be delivered to the Escrow Agent is authorized Representatives for the account of each Underwriter certificates for the Firm Shares and empowered in accordance with the terms of the Escrow Agreement Optional Shares to release the proceeds of the Offering from escrow as described in the Escrow Agreement, and provided further that this Agreement shall not have been terminated be purchased by each Underwriter pursuant to the terms hereofPricing Agreement relating thereto, payment for in the Shares shall be made at a closing (the "Closing") to be held at the offices of the Agent's counsel (or form specified in such other place Pricing Agreement and in such authorized denominations and registered in such names as the parties hereto Representatives may agree), as provided herein. The date of a Closing hereunder is sometimes referred to as the "Closing Date". Payment for the Shares sold on behalf of the Company by the Agent shall be made request upon at least twenty-four hours' prior written notice to the Company Company, against payment to or to upon the order of the Company by the Escrow Agent acting upon instructions from the Company and the Agent pursuant to the terms and conditions of the Escrow Agreement, and payment shall be delivered to the Company purchase price by the Escrow Agent by one or more certified or official bank checks check or wire transfer in nextsame-day funds. Such payment funds unless otherwise specified in the Pricing Agreement (a) with respect to the Firm Shares, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "First Time of Delivery" and (b) with respect to the Optional Shares, if any, in the manner and at the time and date specified by the Representatives in the written notice given by the Representatives of the Underwriters' election to purchase such Optional Shares, or at such other time and date as the Representatives and the Company may agree upon in writing, such time and date, if not the First Time of Delivery, herein called the "Second Time of Delivery." Each such time and date for delivery is herein called a "Time of Delivery." Time shall be made upon of the essence, and delivery by at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company of shall make the certificates for the Firm Shares to and the Agent, for the respective accounts of the several purchasers of the Shares against receipt therefor signed by the Agent. The certificates for the Optional Shares to be delivered at any Closing will be registered purchased by each Underwriter pursuant to the Pricing Agreement relating thereto available for inspection by the Representatives in such name or namesNew York, and shall be in such denominationsNew York, as the Agent may request; PROVIDED, HOWEVER, that such request shall be made no not later than three (3) business days prior to the Closing Date. The certificates representing the Shares will be made available to the Agent for inspection, checking and packaging at the office of the Company's transfer agent and registrar (the "Transfer Agent"), not less than one (1) full business day prior to the Closing DateTime of Delivery.

Appears in 1 contract

Samples: Mapco Inc

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