Common use of Initial Shares Clause in Contracts

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeRepresentatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ ' prior notice. The To the extent the Representative requests that the Initial Shares be delivered in certificated form and not in book entry through the facilities of DTC, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx1001 19th Street North, XxxxxxxxxArlington, Xxxxxxxx 00000Virginia 22209, or at the office of DTC or its designated custodianXXX xx xxx xxxxxxxxxx xxxxxxxxx, as the case may xx xxx xxxx xxx be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”"

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight (48) hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight hours’ (48) hours prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeXxxxxxx Lynch, 0000 00xx Pierce, Xxxxxx Xxxxx& Xxxxx Incorporated, XxxxxxxxxXxx Xxxxxx Xxxx, Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery of the Shares are actually made is hereinafter sometimes called the “Closing Time,” and the date of delivery of both the Initial Shares and the Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ prior notice. The Upon request of the Representatives, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Initial Closing Time (as defined below) with respect thereto at the office of the RepresentativeXxxxx Fargo Securities, 0000 00xx Xxxxxx XxxxxLLC, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 4:00 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Initial Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight (48) hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight hours’ (48) hours prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeDLA Piper LLP (US), 0000 00xx Xxxxxx Xxxxxxx xxx Xxxxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) seventh business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery of the Initial Shares are actually made is hereinafter sometimes called the “Closing Time,” and the date of payment and delivery of both the Initial Shares and the Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 1000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFriedman, Billings, Xxxxxx & Co., Inc., 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) fourth business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”the

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFriedman, 0000 Billings, Rxxxxx & Co., Inc., 1000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFBR Capital Markets & Co., 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, form and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ (48) hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal federal (same-day) funds to the account specified to the Representative by the Company Company, upon at least forty-eight hours’ (48) hours prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 Xxxxxxx, 00xx Xxxxxx Xxxxx, XxxxxxxxxXx. Xxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time,” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hourstwo business days’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hourstwo business days’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours one business day prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 1000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFriedman, Billings, Xxxxxx & Co., Inc., 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hourstwo business days’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hourstwo business days’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least one business day, but in no event less than twenty-four hours hours, prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx 500 Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight hourstwo full business days’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by Federal Funds wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight hourstwo business days’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours one business day prior to the Closing Time (as defined belowhereinafter defined) with respect thereto at the office of the RepresentativeCitigroup Global Markets Inc., 0000 00xx Xxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both the Initial Shares and and, if applicable, the Option Shares Shares, is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Initial Closing Time (as defined below) with respect thereto at the office of the RepresentativeFriedman, Billings, Xxxxxx & Co., Inc., 0000 00xx Xxxxxx XxxxxX. Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 4:00 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Initial Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeLedgewood Law Firm, P.C. located at 0000 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxxxxxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourthDecember 24, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another 2001 or on such other time and date shall be agreed to by as the Company and the Representative and the Company)may agree upon in writing. The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight 48 hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight 48 hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined belowhereinafter defined) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both the Initial Shares and and, if applicable, the Option Shares Shares, is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeWachovia Capital Markets, 0000 00xx Xxxxxx XxxxxLLC, Xxxxxxxxx7 St. Paul Street, Xxxxxxxx 000001st Floor, Baltimore, Maryland 21202, or at the office of DTC or oxxxxx xx XXX xx its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight (48) hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company Company, upon at least forty-eight (48) hours’ ' prior notice. The Company will cause the certificates certificates, if any, representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeXxxxxxx Xxxxx LLP, 0000 00xx Xxxxxx Xxxxx000 Xxxxxx, XxxxxxxxxSuite 4200, Xxxxxxxx 00000Houston, Texas 77002, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City timeCST, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight (48) hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company Company, as the case may be, upon at least forty-eight (48) hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be sold by them to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeXxxxxxxx Chance US LLP, 0000 00 Xxxx 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names and amounts as the Representative Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, Representatives through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company and each of the Selling Stockholders, upon at least forty-eight hours’ prior notice. The To the extent the Initial Shares exist in certificated form, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFBR, 0000 1000 Xxxxx 00xx Xxxxxx XxxxxXxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFBR, 0000 00xx Xxxxxx Xxxxx000 Xxxxxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative by the Company upon at least forty-eight hours’ 48 hours prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeXxxxxx, 0000 00xx Xxxxxx Xxxxxxxx & Company, Incorporated, 000 Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery of the Shares are actually made is hereinafter sometimes called the “Closing Time,” and the date of delivery of the both the Initial Shares and the Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeRepresentatives, 0000 1000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which any such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”” The closing of the sale and purchase of the Shares, other than the physical delivery of the Shares, shall be held at the offices of Cxxxxxxx Chance US LLP, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, Selling Shareholder shall be delivered by or on behalf of the Company Selling Shareholder to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal immediately available funds as follows: (same-dayi) funds $345,000 shall be wire transferred to the account or accounts specified to the Representative by the Company Company, upon at least forty-eight hours’ prior notice. The Company will cause , which amount shall be wire transferred on behalf of the certificates representing the Initial Shares Selling Shareholder to be made available for checking and packaging at least twenty-four hours prior credited against amounts owed by the Selling Shareholder to the Closing Time (Company pursuant to the Amended and Restated Registration Rights Agreement between the Company and the Selling Shareholder, dated as defined below) with respect thereto at the office of the RepresentativeMay 15, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian2004, as the case may be amended (the “Designated OfficeRegistration Rights Agreement”), and (ii) the balance of the purchase price shall be wire transferred to the account or accounts specified to the Representative by the Selling Shareholder, upon at least forty-eight hours’ prior notice. The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to in writing by the Representative and the CompanySelling Shareholder). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeWachovia Capital Markets, 0000 00xx Xxxxxx XxxxxLLC, 300 X. Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFriedman, Billings, Xxxxxx & Co., Inc., 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeWachovia Capital Markets, 0000 00xx Xxxxxx XxxxxLLC, Xxxxxxxxx7 Xx. Xxxx Xxxxxx, Xxxxxxxx 000001st Floor, Baltimore, Maryland 21202, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative by the Company upon at least forty-eight hours’ 48 hours prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeDeutsche Bank Securities Inc., 0000 00xx Xxxxxx Xxxxx00 Xxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both the Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ prior notice. The Upon request of the Representatives, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Initial Closing Time (as defined below) with respect thereto at the office of the RepresentativeCitigroup Global Markets Inc., 0000 00xx Xxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 4:00 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Initial Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the CompanyCompany and the Selling Shareholder, shall be delivered by or on behalf of the Company and the Selling Shareholder to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) immediately available funds to the account or accounts specified to the Representative by the Company and the Selling Shareholder, upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, 00000 or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to in writing by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeLedgewood Law Firm, P.C. located at 0000 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxxxxxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth_____________, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another 2001 or on such other time and date shall be agreed to by as the Company and the Representative and the Company)may agree upon in writing. The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-forty- eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-same- day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeRepresentatives, 0000 00xx 1001 00/xx/ Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which any such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”" The closing of the sale and purchase of the Shares, other than the physical delivery of the Shares, shall be held at the offices of Xxxxxx & Bird LLP, 000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx Xxxxxxxx, 00/xx/ Xxxxx, Xxxxxxxxxx, X.X. 00000-0000.

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeLedgewood Law Firm, P.C. located at 0000 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxxxxxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourthJuly 18, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another 2001 or on such other time and date shall be agreed to by as the Company and the Representative and the Company)may agree upon in writing. The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFBR, 0000 00xx Xxxxxx XxxxxX. Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time and date at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as -3- the Representative Representatives may request upon at least forty-eight 48 hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFriedman, 0000 00xx Xxxxxx XxxxxBillings, XxxxxxxxxRamsey & Co., Xxxxxxxx 000001001 19th Street North, Arlington, Virginia 22209, or at the office xxx xffice of DTC or its designated custodianXXX xx xxx xxxxxxxxxx xxxxxxxxx, as the case may xx xxx xxxx xxx be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each the Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Underwriter may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeUnderwriter, including, at the option of the RepresentativeUnderwriter, through the facilities of The Depository Trust Company (“"DTC”") for the account of such the Underwriter, against payment by or on behalf of such the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Underwriter by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeLedgewood Law Firm, P.C. located at 0000 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxxxxxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourthMarch 13, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another 2002 or on such other time and date shall be agreed to by as the Representative Company and the Company)Underwriter may agree upon in writing. The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative by the Company upon at least forty-eight 48 hours’ prior notice. The Upon request of the Representative, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Initial Closing Time (as defined below) with respect thereto at the office of the RepresentativeWxxxx Fargo Securities, 0000 00xx Xxxxxx XxxxxLLC, Xxxxxxxxx300 Xxxx Xxxxxx, Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Initial Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight 48 hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Initial Closing Time (as defined below) with respect thereto at the office of the RepresentativeFriedman, Billings, Xxxxxx & Co., 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Initial Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter the Underwriters hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Underwriters may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeUnderwriters, including, at the option of the RepresentativeUnderwriters, through the facilities of The Depository Trust Company (“"DTC”") for the account of such any Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Underwriters by the Company upon at least forty-eight hours’ ' prior notice. The Company will will, upon the request of the Underwriters, cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeLedgewood Law Firm, P.C. located at 0000 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxxxxxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 10:30 a.m., New York City time, on the third (fourthMarch 19, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another 2004 or on such other time and date shall be agreed to by as the Company and the Representative and the Company)may agree upon in writing. The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative Representatives by the Company upon at least forty-eight 48 hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeFBR Capital Markets & Co., 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight hours’ 48 hours prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeCitigroup Global Markets Inc., 0000 00xx Xxxxxx Xxxxx000 Xxxxxxxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery of the Shares are actually made is hereinafter sometimes called the “Closing Time” ”, and the date of delivery of the both the Initial Shares and the Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, form and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ 48 hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal federal (same-day) funds to the account specified to the Representative by the Company Company, upon at least forty-eight hours’ 48 hours prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 Xxxxxxx, 00xx Xxxxxx Xxxxx, XxxxxxxxxXx. Xxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time,” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the RepresentativeRepresentatives, including, at the option of the RepresentativeRepresentatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified in writing to the Representative Representatives by the Company upon at least forty-eight hours’ 48 hours prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four 24 hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeXxxxxx Xxxxxxx & Co. LLC, 0000 00xx Xxxxxx XxxxxXxxxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative Representatives and the Company). The time at which such payment and delivery of the Shares are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both the Initial Shares and the Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ ' prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ ' prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeXxxxx & Xxxx LLP, 0000 00xx Xxxxxx XxxxxX. Xxxxxx, XxxxxxxxxX.X., Xxxxxxxx Xxxxx 000, Xxxxxxxxxx, X.X. 00000-0000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourthJanuary 29, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another 2001 or on such other time and date shall be agreed to by as the Company and the Representative and the Company)may agree upon in writing. The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight (48) hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company Company, upon at least forty-eight (48) hours’ prior notice. The Company will cause the certificates certificates, if any, representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativeXxxxxxx Xxxxx LLP, 0000 00xx Xxxxxx Xxxxx000 Xxxxxx, XxxxxxxxxSuite 4200, Xxxxxxxx 00000Houston, Texas 77002, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City timeCST, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, Representative through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”