Common use of Payment Clause in Contracts

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingcertificates, if any, for, the Initial Securities shall be made at the offices of Xxxxx Lovells Xxxxxxxx Chance US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative(s) and the CompanyFund, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative(s) and the Company Fund (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingcertificates, if any, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative(s) and the CompanyFund, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the CompanyFund. Payment shall be made to the Company Fund by wire transfer of immediately available funds to a bank account designated by the Company Fund, against delivery to the Representatives Representative(s) for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative(s), for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities (to be deposited with the Depositary to allow for the delivery of such Initial Securities in the form of ADSs and evidenced by ADRs) at the Closing Time shall be made by registration of one or more of the Representatives, on behalf of the Underwriters, of the Initial Securities in the register of shareholders of the Company, subject to prior receipt by the Company of the purchase price and registration of the associated capital increase with the Danish Business Authority. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities (to be deposited with the Depositary to allow for the delivery of such Option Shares in the form of ADSs) on each such Date of Delivery shall be made by registration of one or more of the Representatives, on behalf of the Underwriters, of the Option Securities in the register of shareholders of the Company, subject to prior receipt by the Company of the purchase price and registration of the associated capital increase with the Danish Business Authority. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, each individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. In the event that the Closing Time shall not occur, including because the conditions of the Underwriters’ obligations pursuant to Section 5 are not met or this Agreement is terminated pursuant to Section 5(t), Section 9 or otherwise, then the Company shall promptly transmit by wire transfer to the Representatives any amounts previously paid by the Representatives to the Company representing the purchase price for the Securities prior to the Closing Time.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingcertificates, if any, for, the Initial Securities shall be made at the offices of Xxxxx Lovells Freshfields Bruckhaus Xxxxxxxx US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingcertificates, if any, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or electronic book entries for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Representatives will accept delivery of the Initial Securities and the Option Securities, if any, from the Company through the facilities of The Depository Trust Company.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Hxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesEX Xxxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Company has used reasonable best efforts to give the Representative notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements in respect of, the Initial Securities shall be made at the offices of Xxxxx Lovells US Gxxxxxxxx Txxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx1000 Xxxxxx Xxxxxxxxx, XXXxxxx 0000, XxxxxxxxxxXxXxxx, X.X. 00000, Xxxxxxxx 21102 or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of DTC unless the Representative shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements in respect of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Delivery of the Option Securities on the Date of Delivery shall be made through the facilities of DTC unless the Representative shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company Company, against delivery to the Representatives Benchmark for the respective accounts of the Underwriters of certificates for or book-entry credits representing security entitlements in respect of the Securities to be purchased by them. It is understood that each Underwriter HCFP has authorized the RepresentativesBenchmark, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, Benchmark may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such an Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement, along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal 101% of the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the Underwriters, payment Representative for all the Initial Securities. At least one business day prior to the date of the purchase price foreffectiveness of the Registration Statement, and delivery the Company shall deposit the net proceeds from the sale of certificates the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Warrants Purchase Agreements. Payment for or book-entry credits representing, such the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by deposited in the Representatives Trust Account pursuant to the terms of the Trust Agreement, along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account (excluding any interest earned on amounts in the Trust Account) to equal 101% of the product of the number of Units sold in the public offering and the Companypublic offering price per Unit as set forth on the cover of the Prospectus, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the Underwriters, payment Representative for all the Initial Securities. At least one business day prior to the date of the purchase price foreffectiveness of the Registration Statement, and delivery the Company shall deposit the net proceeds from the sale of certificates the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Warrants Purchase Agreement. Payment for or book-entry credits representing, such the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified deposited in the notice from the Representatives Trust Account pursuant to the Company. Payment shall be made to terms of the Company by wire transfer of immediately available funds to a bank account designated by the Company against Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Shearman & Sterling LLP, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx & Xxxxxxxx LLP, 000 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesRepresentative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLPXxxxxx & Xxxxxxx LLP at 0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxxxxxxx XxxxxxXxx Xxxx, XX, Xxxxxxxxxx, X.X. 00000, Xxx Xxxx 00000 or at such other place as shall be agreed upon by among the Representatives Underwriters, the Company and the CompanySelling Shareholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs Applicable Time is after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by among the Representatives Underwriters, the Company and the Company Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). 15 In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by among the Representatives Underwriters, the Company and the CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company Selling Shareholders by wire transfer of immediately available funds to a bank account designated by the Company Custodian pursuant to the Selling Shareholders’ Custody Agreement against delivery to the Representatives Underwriters for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesUnderwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesThe Underwriters, individually and not as representative Underwriters of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Dxxxx Xxxx & Wxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the Underwriters, payment Representatives for all the Initial Securities. At least one business day prior to the date of the purchase price foreffectiveness of the Registration Statement, and delivery the Company shall deposit the net proceeds from the sale of certificates the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Warrants Purchase Agreement. Payment for or book-entry credits representing, such the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified deposited in the notice from the Representatives Trust Account pursuant to the Company. Payment shall be made to terms of the Company by wire transfer of immediately available funds to a bank account designated by the Company against Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein hereinafter called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxx, XXXxx Xxxxxxxxx, Xxxxxxxxxx, X.X. Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Custodian pursuant to each Selling Stockholders’ Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. As used in this Agreement, the term “Custodian” shall have the meaning ascribed thereto in each Power of Attorney and Custody Agreement. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000Xxxxxx Xxxxxx & Xxxxxxx llp, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company each Selling Stockholder by wire transfer of immediately available funds to a the bank account designated by the Company such Selling Stockholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements, if any, for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements, if any, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements, if any, for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Ropes & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000-0000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and each Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Shareholders , at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Shareholders (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Selling Shareholders, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-book entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000Cxxxxx Xxxxxx & Rxxxxxx llp, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives Mxxxxxx Lxxxx to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company and the Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-book entry credits representing for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesMxxxxxx Lxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxxx Procter LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx 00xx Xxxxxx, XX, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Shareholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriter and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, subject to the sale of the Initial Securities to the Underwriter in compliance with the terms of this Agreement, payment of the purchase price for, and delivery of certificates for, the Repurchased Shares shall be made at the above mentioned offices, or at such other place as shall be agreed upon by the Underwriter and the Company and the Selling Shareholders, at the Closing Time or at such later time as shall be agreed upon by the Underwriter and the Company and the Selling Shareholders. In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives Underwriter to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Selling Shareholders by wire transfer of immediately available funds to bank accounts designated by each Selling Shareholder against delivery to the Underwriter for its account of certificates for the Securities to be purchased by the Underwriter. Payment for the Repurchased Shares shall be made by the Company by wire transfer of immediately available funds to a bank account designated funds, with any transfer taxes payable in connection with the sale of such Repurchase Shares duly paid by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters Company of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderRepurchased Shares.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP[ ], 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, [ ] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives [ ] to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives[ ], individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP[ ], 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, [ ] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives [ ] to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives[ ], individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements in respect of, the Initial Securities shall be made at the offices of Xxxxx Lovells US Ropes & Xxxx LLP, Prudential Tower, 000 Xxxxxxxxxx Xxxxxxxx Xxxxxx, XXXxxxxx, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements in respect of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on the Date of Delivery shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing security entitlements in respect of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Shearman & Sterling LLP, 000 Xxxxxxxxxx Xxxxxx599 Lexington Avenue, XXNew York, Xxxxxxxxxx, X.X. 00000New York, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company each Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company such Selling Shareholder, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxXxxxx Xxxxx, XXMenlo Park, Xxxxxxxxxx, X.X. 00000CA 94025, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Stockholder, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriter and the Company and the Selling Stockholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Stockholder, on each Date of Delivery as specified in the notice from the Representatives Underwriter to the CompanyCompany and the Selling Stockholder. Payment shall be made to the Company Selling Stockholder by wire transfer of immediately available funds to a the bank account designated accounts specified by the Company Selling Stockholder in writing to the Underwriter against delivery to the Representatives Underwriter for the respective accounts account of the Underwriters Underwriter of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each The Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any the Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000-0000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by each Selling Stockholder, as the Company case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, Barclays and X.X. Xxxxxx, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxXxxxx Xxxxx, XXMenlo Park, Xxxxxxxxxx, X.X. 00000CA 94025, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholder. Payment shall be made to the Company Selling Stockholder by wire transfer of immediately available funds to a the bank account designated accounts specified by the Company Selling Stockholder in writing to the Representatives against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofAS and Xxxxxxxxxxx, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the Company, Selling Stockholders at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Company Custodian against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofA, individually and not as representative a Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000-0000, or at such other place as shall be agreed upon by the Representatives Representative, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative, the Company and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Representative to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by each Selling Stockholder, as the Company case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesCredit Suisse, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the Underwriters, payment Representatives for all the Initial Securities. At least one business day prior to the date of the purchase price foreffectiveness of the Registration Statement, and delivery the Company shall deposit the net proceeds from the sale of certificates the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Warrants Purchase Agreement. Payment for or book-entry credits representing, such the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified deposited in the notice from the Representatives Trust Account pursuant to the Company. Payment shall be made to terms of the Company by wire transfer of immediately available funds to a bank account designated by the Company against Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and each Selling Stockholder (whether to the account of such Selling Stockholder or to the account of any other Selling Stockholder as directed by such Selling Stockholder), respectively, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment The Securities shall be delivered by the Company to the Representatives, including, at the option of the Representatives, through the facilities of DTC for the account of the Representatives, against payment by the Representatives of the purchase price for, therefor by wire transfer of immediately available funds to a bank account designated by the Company. The time and date of such delivery of certificates and payment for or book-entry credits representing, the Initial Securities and payment of the Initial Securities Manager Offering Payment shall be made at the offices of Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. 10:00 a.m. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. p.m. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forfor such Option Securities, payment of the Option Securities Manager Offering Payment and delivery of certificates for or book-entry credits representing, such Option Securities through the facilities of DTC shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment The Manager Offering Payments shall be made to Citi for the Company account of the Underwriters, by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by themCiti. It is understood that each Underwriter (A) has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each purchase and (B) has authorized Citi, for its account, to accept delivery of the RepresentativesManager Offering Payments. Citi, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Under no circumstances shall the Company bear responsibility for the payment of or liability for the Manager’s non-payment of the Manager Offering Payments.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: a portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Initial Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with all of the gross proceeds of the sale of the Private Placement Warrants in order for the total amount in the Trust Account to equal the product of the number of Units sold multiplied by $10.15 upon delivery to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the account of the Underwriter. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. At least one business day prior to the Closing Time, the Sponsor shall pay for all of the applicable Private Placement Warrants and the Company shall deposit all of the gross proceeds from the sale of such Private Placement Warrants into the Trust Account as provided by wire transfer the terms of immediately available funds to a bank account designated the Private Placement Agreement, and payment by the Underwriter for the Initial Securities is contingent upon such payment by the Sponsor and deposit by the Company against delivery at least one business day prior to the Representatives Closing Time. Payment for the respective accounts Option Securities on each Date of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option SecuritiesDelivery, if any, which it has agreed to purchase. Each of the Representatives, individually and not shall be made as representative of the Underwriters, may (but shall not be obligated to) make payment of follows: the purchase price for the Initial Option Securities or set forth in Schedule A hereto (including the Deferred Discount attributable to the Option Securities, if any, ) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with all of the gross proceeds of the sale of the Private Placement Warrants to be purchased by the Sponsor on such Date of Delivery in order for the total amount in the Trust Account (excluding any Underwriter whose funds have interest earned on amounts in the Trust Account) to equal the product of the number of Units sold (including Initial Securities and Option Securities) multiplied by $10.15 upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the account of the Underwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not been received by made through the Closing Time or facilities of DTC, the relevant Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. At least one business day prior to the applicable Date of Delivery, the Sponsor shall pay for all of the applicable Private Placement Warrants and the Company shall deposit all of the gross proceeds from the sale of such Private Placement Warrants into the Trust Account as provided by the case may beterms of the Private Placement Agreement, but and payment by the Underwriter for the applicable Option Securities is contingent upon such payment by the Sponsor and deposit by the Company at least one business day prior to the applicable Date of Delivery. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The aggregate amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall not relieve take all such other actions, as shall be necessary to cause such payment to be made promptly. The Underwriter from its obligations hereunderhereby agrees that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Shareholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders holding Public Shares on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxxxxx & Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs Applicable Time is after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofA, Jefferies or Evercore, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Shearman & Sterling LLP, 000 Xxxxxxxxxx Xxxxxx599 Lexington Avenue, XXNew York, Xxxxxxxxxx, X.X. 00000New York, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company Selling Shareholder, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein hereinafter called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells Freshfields Bruckhaus Xxxxxxxx US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: A portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Company by wire transfer Initial Securities) shall be deposited in the Trust Account pursuant to the terms of immediately available funds the Trust Agreement, along with such portion of the gross proceeds of the sale of the Private Placement Warrants that, together with such payment, would cause the monies deposited in the Trust Account to a bank account designated by equal the Company against product of the number of Initial Securities sold and $10.20, upon delivery to the Representatives Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the respective accounts account of the Underwriters Underwriters. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Agreement and as described in the Prospectus. Payment for the Option Securities on each Date of Delivery, if any, shall be made as follows: the purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement, along with such portion of the gross proceeds of the sale of the Private Placement Warrants that, together with such payment, would cause the monies deposited in the Trust Account to equal the product of the number of Option Securities sold and $10.20, upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates for or book-entry credits (in form and substance satisfactory to the Representative) representing the Option Securities for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to be purchased the Date of Delivery. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account as provided by themthe terms of the Private Placement Agreement and as described in the Prospectus. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofA, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The aggregate amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company shall deliver all such notices and instructions to the Trustee and shall take all such other actions as shall be necessary to cause such payment to be made promptly. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Stockholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders holding Public Shares on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by themthem (which delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct). It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesSVB Leerink and Xxxxx, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Blank Rome, LLP, One Xxxxx Square, 000 Xxxxxxxxxx Xxxxx 00xx Xxxxxx, XXXxxxxxxxxxxx, Xxxxxxxxxx, X.X. Xxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being referred to herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are being purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be being purchased by them. The Company shall deliver the Initial Securities and Option Securities, if any, through the facilities of The Depository Trust Company (the “DTC”) unless the Representative shall otherwise instruct. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, Sandler individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be being purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-book entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Cxxxxx Xxxxxx & Rxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives Mxxxxxx Lxxxx to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company and the Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-book entry credits representing for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesMxxxxxx Lxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US White & Case LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representatives may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the UnderwritersRepresentatives for all the Initial Securities. At least one business day prior to the Closing Time, payment the Company shall deposit the net proceeds from the sale of the purchase price for, and delivery Private Placement Warrants into the Trust Account as provided by the terms of certificates the Private Placement Warrants Purchase Agreement. Payment for or book-entry credits representing, such the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified deposited in the notice from the Representatives Trust Account pursuant to the Company. Payment shall be made to terms of the Company by wire transfer of immediately available funds to a bank account designated by the Company against Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment for the Initial Securities and Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Initial Securities and the Option Securities, if any, to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Shearman & Sterling LLP, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs Applicable Time is after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Company Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesX.X. Xxxxxx and ML, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US White & Case LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In additionPayment for the Initial Securities shall be made as follows: The net proceeds for the Initial Securities (including the Deferred Discount (as such term is defined below)) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the event that any or all account of the Option Underwriters. The Initial Securities are purchased shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. The Company shall not be obligated to sell or deliver the Initial Securities except upon tender of payment by the Underwriters, payment Representative for all the Initial Securities. At least one business day prior to the date of the purchase price foreffectiveness of the Registration Statement, and delivery the Company shall deposit the net proceeds from the sale of certificates the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Warrants Purchase Agreement. Payment for or book-entry credits representing, such the Option Securities shall be made at as follows: the above-mentioned offices, or at such other place as purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified deposited in the notice from the Representatives Trust Account pursuant to the Company. Payment shall be made to terms of the Company by wire transfer of immediately available funds to a bank account designated by the Company against Trust Agreement upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Date of Delivery. If delivery is not made through the facilities of DTC, may (but the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. The Company shall not be obligated to) make to sell or deliver the Option Securities except upon tender of payment by the Representative for all the Option Securities. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account. In addition to the discount from the public offering price represented by the purchase price for set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Initial Securities or the and Option Securities) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), if any, (i) the Underwriters will forfeit any rights or claims to be purchased by any Underwriter whose funds have not been received by the Closing Time or Deferred Discount and (ii) the relevant Date of Delivery, as trustee under the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderTrust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.

Payment. Payment Delivery and payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: A portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Company by wire transfer Initial Securities) shall be deposited in the Trust Account pursuant to the terms of immediately available funds the Trust Agreement along with the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to a bank account designated by equal the Company against product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the respective accounts account of the Underwriters Underwriters. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Private Placement Agreement. Payment for the Option Securities on each Date of Delivery, if any, shall be made as follows: the purchase price set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates for or book-entry credits (in form and substance satisfactory to the Representative) representing the Option Securities for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to be purchased the Date of Delivery. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. At least one business day prior to the Option Securities settlement date, the Company shall deposit the proceeds from the sale of the applicable Private Placement Warrants into the Trust Account as provided by themthe terms of the Private Placement Agreement. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesEither BofA or Xxxxx Fargo, individually and not as representative of the UnderwritersRepresentative, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The aggregate amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall take all such other actions, as shall be necessary to cause such payment to be made promptly. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Stockholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders holding Public Shares on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: A portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Initial Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the account of the Underwriter. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. Payment by the Underwriter for the Initial Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the gross proceeds from the sale of the Private Placement Warrants by wire transfer or at the direction of immediately available funds to a bank account designated by the Company against delivery into the Trust Account, in each case at least one business day prior to the Representatives Closing Time and in accordance with the terms of the Private Placement Agreement. Payment for the respective accounts Option Securities on each Date of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option SecuritiesDelivery, if any, which it has agreed to purchase. Each of the Representatives, individually and not shall be made as representative of the Underwriters, may (but shall not be obligated to) make payment of follows: the purchase price for the Initial Option Securities or set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement, if anyalong with the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account (excluding any interest earned on amounts in the Trust Account) to equal the product of the number of Units sold in the public offering and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities for the account of the Underwriter. The Option Securities shall be purchased by any Underwriter whose funds have not been received by registered in such name or names and in such authorized denominations as the Closing Time or Representative may request in writing at least two business days prior to the relevant Date of Delivery. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. Payment by the Underwriters for the Option Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the gross proceeds from the sale of the Private Placement Warrants by or at the direction of the Company into the Trust Account, in each case at least one business day prior to the applicable Date of Delivery and in accordance with the terms of the Private Placement Agreement. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The total amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall take all such other actions, as the case may be, but shall be necessary to cause such payment shall not relieve such to be made promptly. The Underwriter from its obligations hereunderhereby agrees that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Shareholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders holding Public Shares on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxx, XXXxx Xxxxxxxxx, Xxxxxxxxxx, X.X. Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company Custodian pursuant to each Selling Stockholders’ Power of Attorney and Custody Agreement against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. As used in this Agreement, the term “Custodian” shall have the meaning ascribed thereto in each Power of Attorney and Custody Agreement. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Anything in this Agreement to the contrary notwithstanding, upon written instructions from any Attorney-in-Fact on behalf of a Selling Stockholder to the Representatives and the Custodian, there may be deducted from any amounts payable by the Underwriters to any Selling Stockholder pursuant to this Section 2 such amounts as may be necessary to pay (or reimburse the Company for the payment of) the expenses that such Selling Stockholder has agreed to pay pursuant to this Agreement or pursuant to the Power of Attorney and Custody Agreement, and (b) in the event that any Securities sold by such Selling Stockholder to the Underwriters are issued upon the exercise of stock options in respect of which notices of option exercise have been deposited with or otherwise delivered to the Custodian as contemplated by Section 1(b)(viii) hereof, such amounts as any Attorney-in-Fact on behalf of a Selling Stockholder may deem necessary to pay the exercise price of such options and to pay or provide for all taxes, duties, imposts or withholdings imposed or payable in connection therewith.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersUnderwriter, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities on the Closing Time shall be made as follows: a portion of the net proceeds for the Initial Securities (including the Deferred Discount (as defined below) attributable to the Initial Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal 101% of the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Initial Securities through the facilities of The Depository Trust Company (“DTC”) or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Initial Securities, in each case for the account of the Underwriter. The Initial Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the Closing Time. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Initial Securities for delivery, at least one business day prior to the Closing Time at a location in New York City as the Representative may designate. Payment by the Underwriter for the Initial Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the gross proceeds from the sale of the Private Placement Warrants by wire transfer or at the direction of immediately available funds to a bank account designated by the Company against delivery into the Trust Account, in each case at least one business day prior to the Representatives Closing Time and in accordance with the terms of the Private Placement Agreement. Payment for the respective accounts Option Securities on each Date of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option SecuritiesDelivery, if any, which it has agreed to purchase. Each of the Representatives, individually and not shall be made as representative of the Underwriters, may (but shall not be obligated to) make payment of follows: the purchase price for the Initial Option Securities or set forth in Schedule A hereto (including any Deferred Discount attributable to the Option Securities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account (excluding any interest earned on amounts in the Trust Account) to equal 101% of the product of the number of Units sold in the public offering and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities, if any, in each case for the account of the Underwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Option Securities for delivery, at least one business day prior to the Date of Delivery. Payment by the Underwriters for the Option Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the gross proceeds from the sale of the Private Placement Warrants by or at the direction of the Company into the Trust Account, in each case at least one business day prior to the applicable Date of Delivery and in accordance with the terms of the Private Placement Agreement. In addition to the discount from the public offering price represented by the purchase price set forth in Schedule A hereto, the Company hereby agrees to pay to the Underwriter a deferred discount of $0.35 per Security (including both Initial Securities and Option Securities) purchased hereunder (collectively, the “Deferred Discount”). The total amount of the Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates the initial Business Combination, and the Company will deliver all such notices and instructions to the Trustee, and shall take all such other actions, as the case may be, but shall be necessary to cause such payment shall not relieve such to be made promptly. The Underwriter from its obligations hereunderhereby agrees that if no Business Combination is consummated within the time period provided in the Company’s charter and the funds held under the Trust Agreement are distributed to the holders (the “Public Shareholders”) of the Class A Shares included in the Securities sold pursuant to this Agreement (the “Public Shares”), (i) the Underwriter will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders holding Public Shares on a pro rata basis.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX0xx Xxxxx, XxxxxxxxxxXxx Xxxxxxxxx, X.X. Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP, Xxxxxxxx & Xxxxxxxx LLP at 000 Xxxxxxxxxx Xxxx 00xx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000-0000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder, on each Date of Delivery as specified in the notice from the Representatives X.X. Xxxxxx to the CompanyCompany and the Selling Stockholder. Payment shall be made to the Company Selling Stockholder by wire transfer of immediately available funds to a bank account designated by the Company Selling Stockholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesX.X. Xxxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made to the Selling Stockholder against delivery of such Option Securities at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company9:00 A.M. (New York City time), on each Date of Delivery as specified in the notice from the Representatives to the CompanySelling Stockholder. Payment shall be made to the Company Selling Stockholder by wire transfer of immediately available funds to a bank account designated by the Company Selling Stockholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxMenlo Park, XX, Xxxxxxxxxx, X.X. 00000California 94025, or at such other place as shall be agreed upon by the Representatives and the Company, Company at 9:00 A.M. (New York City time) on the third (or fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day Business Day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days Business Days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Securities shall be effected by updating the register of members of the Company to reflect the issuance of such Securities. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholder. Payment shall be made to the Company Selling Stockholder by wire transfer of immediately available funds to a bank account accounts designated by the Company Selling Stockholder, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company Selling Shareholder against delivery the registration of the Securities in the name of Cede & Co. and the crediting of such Securities on the books of DTC to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by themUnderwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. LLC, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. It is understood that any transfer or delivery of Securities shall only be made through the facilities of DTC and any agreement for the transfer of the Securities shall only be made in respect of Securities held within the facilities of DTC in accordance with the settlement and delivery mechanisms provided for in this Section 2.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxXxx Xxx Xxxx Xxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment for the Initial Securities, and for any of the Option Securities, if applicable, shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives through the facilities of the Depositary Trust Company for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesRepresentative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sidley Austin LLP, 000 Xxxxxxxxxx Xxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) second business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company Company, and in the event that any or all of the Option Securities are purchased by the Underwriters, the Selling Shareholder by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, for and delivery of certificates the Underlying Shares and payment of the Underwriting Commission shall be made in accordance with Schedule A-3 hereto, and the Company’s obligation to deliver the Underlying Shares and to pay the Underwriting Commission shall be contingent on the performance by the Representatives on behalf of the Underwriters of the steps to be taken by them in accordance with, and strictly at the times set forth in, Schedule A-3. Payment for or book-entry credits representing, and delivery of the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such date of payment and delivery being herein called “Closing Date” and such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities Shares are purchased subscribed for by the Underwriters, payment of the purchase price Subscription Price for, and delivery of certificates for or book-entry credits representingof, such Option Securities Shares, and payment of the Underwriting Commission with respect to such Option Shares, shall be made in accordance with, and strictly at the above-mentioned officestimes set forth in, or at such other place as shall be agreed upon by the Representatives and the CompanySchedule A-3 hereto, on each the Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price Subscription Price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each purchase and to accept payment of the RepresentativesUnderwriting Commission with respect to such Securities. BofAS, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price Subscription Price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall take place remotely via virtual closing pursuant to which all closing deliveries may be made at the offices of Xxxxx Lovells US LLPeffected by email, 000 Xxxxxxxxxx XxxxxxPDF, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Companywire transfer and/or similar means, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten the fifth business days day after such date as shall be agreed upon by the Representatives Representative and the Company and the Sponsor Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative, the Company and the CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives Representative to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and the Sponsor Shareholders for the Initial Securities and to the Selling Shareholders for the Option Securities, by wire transfer of immediately available funds to a bank account accounts designated by the Company or each such Selling Shareholder, as applicable (whether to the account of such Selling Shareholder or to the account of any other Selling Shareholder as directed by such Selling Shareholder) against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesCitigroup, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives BofA and Barclays to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofA and Barclays, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxXxxxx Xxxxx, XXMenlo Park, Xxxxxxxxxx, X.X. 00000California 94025, or at such other place as shall be agreed upon by the Representatives Representative and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account account(s) designated by the Company and the Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx 00 Xxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, XX 00000 at 9:00 A.M. a.m. (New York City time) on the third (fourthMarch 27, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)2013, or such other time not later than ten business days after such and date as shall be agreed upon by the Representatives and the Company Selling Stockholders may agree in writing (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Optional Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Optional Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanySelling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account account(s) designated by the Company applicable Selling Stockholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesXxxxxxx, Sachs & Co., for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Optional Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx, Xxxxx & Co., individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Optional Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase initial public offering price forfor the Initial Securities (less the underwriting discount) by the Underwriters to the Company (in the amount set forth in Schedule A), and delivery of certificates for or book-entry credits representing, the Initial Securities Securities, shall be made at the offices of Xxxxx Lovells US Ropes & Gxxx LLP, 000 Xxxxxxxxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. 00000, XX 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase initial public offering price forfor the Option Securities (less the underwriting discount) by the Underwriters to the Company (in the amount set forth in Schedule A), and delivery of certificates for or book-entry credits representingthe Option Securities, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment of the initial public offering price (less the underwriting discount) shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives through the facilities of the Depository Trust Company for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, The Representatives may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative, the Company and the CompanySelling Stockholder, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative, the Company and the Company Selling Stockholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholder. Payment shall be made to the Company Selling Stockholder by wire transfer of immediately available funds to a the bank account designated by the Company Selling Stockholder against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesThe Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company Selling Stockholders against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities Shares and Warrants shall be made at the offices of Xxxxx Lovells US Xxxxxx LLP, 000 Xxxxxxxxxx 0 Xxxxxxxxxxx Xxxxxx, XX00xx Xxxxx, XxxxxxxxxxXxx Xxxxxxxxx, X.X. Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. 10:00 a.m. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. p.m. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a the bank account accounts designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Pre-Funded Warrants and accompanying Common Warrants in the public offering to make payment for the Pre-Funded Warrants and accompanying Common Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company, at a purchase price of $3.549 per Pre-Funded Warrant and accompanying Common Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants and accompanying Common Warrants, and the Company shall deliver such Pre-Funded Warrants and accompanying Common Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants and accompanying Common Warrants to the Underwriters; provided that, the Company shall promptly (but in no event later than the Closing Date), pay $0.213 per such Pre-Funded Warrant and accompanying Common Warrant to the Underwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that any purchaser of the Pre-Funded Warrants in the public offering fails to make payment to the Company for all or part of the Pre-Funded Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock and accompanying Common Warrants at the Share Purchase Price in lieu of all or a portion of such Pre-Funded Warrants to be delivered to the Underwriters under this Agreement.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Milbank, Tweed, Xxxxxx & XxXxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the relevant Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLPMintz, 000 Xxxxxxxxxx Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, XXXxxxxx, XxxxxxxxxxXxxxxxxxxxxxx, X.X. 00000, 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesLeerink and Deutsche Bank, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of O’Melveny & Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxx, XX0xx Xxxxx, XxxxxxxxxxXxx Xxxxxxx, X.X. 00000, XX 00000 or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and each Selling Shareholder by wire transfer of immediately available funds to a bank account accounts designated by the Company and each Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingcertificates, if any, for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Ropes & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingcertificates, if any, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or electronic book entries for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Representatives will accept delivery of the Initial Securities and the Option Securities, if any, from the Company through the facilities of The Depository Trust Company.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Foxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Shareholder, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its their account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx and Xxxxxxx X’Xxxxx, individually and not as representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLPMintz, 000 Xxxxxxxxxx Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, XXXxxxxx, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, such Option Securities shall be made at the above-mentioned abovementioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Xxxxx to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by themthem (which delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct). It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxx, Cantor or Xxxxx, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Shearman & Sterling LLP, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the custodian pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofAS, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. The Depositary Shares to be purchased by each of the Underwriters hereunder, shall be delivered by or on behalf of the Company to the Representatives through the facilities of The Depository Trust Company (“DTC”), for the respective accounts of the Underwriters of the Depositary Shares to be purchased by them, against payment by or on behalf of the Underwriters of the purchase price therefor, by causing DTC to credit the Depositary Shares to the account of the Underwriters at DTC. The Depositary Shares will be evidenced by one or more global certificates in definitive form (the “Global Certificates”) and will be registered in the name of Cede & Co., as nominee of DTC. The Global Certificates to be delivered to the Underwriters shall be made available to the Underwriters in New York City for inspection and packaging not later than 10:00 a.m., New York City time, on the business day preceding the Closing Time and each Date of Delivery. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingthe Global Certificates for, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP, Sidley Austin LLP at 000 Xxxxxxxxxx 0xx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, and the Depositary Shares will be delivered through the facilities of DTC at its office or the office of its designated custodian, at 9:00 A.M. (New York City time) on the third fifth (fourthsixth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account account(s) designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, for the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Time, or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Lxxxxx & Wxxxxxx LLP, 000 Xxxxxxxxxx 800 0xx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofAS or Mxxxxx Sxxxxxx, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxxcounsel for the Underwriters, XXat 0000 Xxxxxxx xx xxx Xxxxxxxx, XxxxxxxxxxXxx Xxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Ropes & Xxxx LLP, counsel for the Underwriters, at 000 Xxxxxxxxxx Xxxxxxxx Xxxxxx, XXXxxxxx, Xxxxxxxxxx, X.X. Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxxx Procter LLP, 000 Xxxxxxxxxx XxxxxxXxxxxxxxxxxx Xxxxx, XXXxxxx Xxxx, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives Representative and the CompanyCompany and the Selling Stockholders, at 9:00 11:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the CompanyCompany [and the Selling Stockholders], on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the CompanyCompany [and the Selling Stockholders]. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and Computershare, Inc. pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price Purchase Price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxXxxxx Xxxxxx XX, XXXxxxx 000, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourthAugust 4, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof 2015 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing TimeDate”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price Option Purchase Price for, and delivery of certificates for or book-entry credits representingof, such Option Securities shall be made at the above-mentioned officesoffices at 9:00 A.M. (New York City time), or at such other place as shall be agreed upon by the Representatives and the Company, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company Company, against delivery to the Representatives through the facilities of DTC for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, Purchase Price for the Initial Securities and the Option Purchase Price for the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxx, Xxxxxxxx & Xxxxx, Inc. and Deutsche Bank Securities Inc., individually and not as representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price Purchase Price for the Initial Securities or the Option Purchase Price for the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Initial Securities and the Option Securities, if any, shall be in $25 denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Option Closing Date, as the case may be. The Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (New York City time) on the business day prior to the Closing Date or the relevant Option Closing Date, as the case may be.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLPXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called the “Closing Time”). In addition, subject to the sale of the Initial Securities by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Securities shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of such Repurchase Securities for the account of the Company at the Closing Time. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company Selling Stockholders and the Custodian pursuant to each Selling Stockholder’s Custody Agreement, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLP& Xxxxxxx L.L.P., 000 Xxxxxxxxxx Xxxxxx, XXX.X., Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being referred to herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are being purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be being purchased by them. The Company shall deliver the Initial Securities and Option Securities, if any, through the facilities of The Depository Trust Company (the “DTC”) unless the Representative shall otherwise instruct. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, Sandler individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be being purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs Applicable Time is after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, Jefferies and Xxxxxx Xxxxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Cravath, Swaine & Xxxxx Lovells US LLP, Two Manhattan West, 000 Xxxxxxxxxx Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Shareholder, at 9:00 A.M. (New York City time) on the third first (fourthsecond, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Selling Shareholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company Selling Shareholder against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities Firm Notes shall be made at the offices of Xxxxx Lovells Freshfields Bruckhaus Xxxxxxxx US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities Additional Notes are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities Additional Notes shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates electronic book entries for or book-entry credits representing the Securities Notes to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Firm Notes and the Option SecuritiesAdditional Notes, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Firm Notes or the Option SecuritiesAdditional Notes, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Representatives will accept delivery of the Firm Notes and the Additional Notes, if any, from the Company through the facilities of The Depository Trust Company.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Lovells US LLP, 000 Xxxxxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs Applicable Time is after 4:30 P.M. (New York City time) on any given daythe date hereof) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanySelling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Company Selling Stockholders against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesEither Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Securities shall be made through the facilities of DTC unless either of the Representatives shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. XX 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Shareholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase initial public offering price forfor the Initial Securities (less the underwriting discount) by the Underwriters to the Company (in the amount set forth in Schedule A), and delivery of certificates for or book-entry credits representing, the Initial Securities Securities, shall be made at the offices of Xxxxx Lovells US Ropes & Gray LLP, 000 Xxxxxxxxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. 00000, XX 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase initial public offering price forfor the Option Securities (less the underwriting discount) by the Underwriters to the Company (in the amount set forth in Schedule A), and delivery of certificates for or book-entry credits representingthe Option Securities, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment of the initial public offering price (less the underwriting discount) shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives through the facilities of the Depository Trust Company for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, The Representatives may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of any certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs Applicable Time is after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of any certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement against delivery to the Representatives Underwriters for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesUnderwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Securities shall be made through the facilities of DTC unless the Underwriters shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements in respect of, the Initial Securities shall be made at the offices of Xxxxx Lovells US Sxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx30 Xxxxxxxxxxx Xxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. 00000, XX 00000 or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company pursuant to Rule 15c6-1(a) under the 1934 Act (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of DTC unless the Representative shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements in respect of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Delivery of the Option Securities on the Date of Delivery shall be made through the facilities of DTC unless the Representative shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company Company, against delivery to the Representatives Benchmark for the respective accounts of the Underwriters of certificates for or book-entry credits representing security entitlements in respect of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, Benchmark may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such an Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Dxxxx Xxxx & Wxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx1000 Xx Xxxxxx Xxxx, XX, Xxxxxxxxxx, X.X. Xxxxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Shareholders, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representatives, the Company and the Company Selling Shareholders (such time and date of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanyH&F Globe Investor LP, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and H&F Globe Investor LP. Payment shall be made to the Company Selling Shareholders by wire transfer of immediately available funds to a the bank account accounts designated by H&F Globe Investor LP, on behalf of itself, and the Company Custodian pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement, in the case of the other Selling Shareholders, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each Any or each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxXxxxxxxx Xxxxxx XX, XXXxxxx 0000, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representatives, the Company and the CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Custodian pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of XxXxxxxxx Will & Xxxxx Lovells US LLP, LLP at 000 Xxxxxxxxxx Xxxxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder(s), at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholder(s) (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Stockholder(s), on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholder(s). Payment shall be made to the Company and the Selling Stockholder(s) by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. Delivery of the Securities shall be made by issuing or delivering the Securities, as applicable, to Cede & Co., a company organized under the laws of the State of New York (“Cede”), as the nominee for the Depository Trust Company (the “DTC”), unless the Representatives instruct otherwise. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each Such payment of the Representativespurchase price by or on behalf of the Underwriters will constitute payment for the Securities held by Cede as nominee. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxx Lovells US Hunton & Xxxxxxxx LLP, 000 Xxxxxxxxxx Xxxx Xxxx Xxxxxx, XXRichmond, Xxxxxxxxxx, X.X. 00000Virginia 23219, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, at 9:00 10:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 4:00 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, at 10:00 A.M. (New York City time) on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and each such Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx Xxxx Xxxxxx, XXXxxxx 0000, XxxxxxxxxxXxxxxxx, X.X. 00000Xxxxx, or at such other place as shall be agreed upon by the Representatives Representative and the CompanyCompany and the Selling Stockholder, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company and the Selling Stockholder (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholder. Payment shall be made to the Company Selling Stockholder by wire transfer of immediately available funds to a bank account accounts designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxXxxxxxxx Xxxxxx XX, XXXxxxx 0000, Xxxxxxxxxx, X.X. 00000-0000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011 hereof), or such other time not later than ten the fifth business days day after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company Selling Shareholders by wire transfer of immediately available funds to a the bank account accounts designated by each Selling Shareholder (whether to the Company account of such Selling Shareholder or to the account of any other Selling Shareholder as directed by such Selling Shareholder) against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives[●] and [●], individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Xxxxxx Xxxxxxxx Xxxxx Lovells US & Xxxxxxxx LLP, 000 Xxxxxxxxxx XxxxxxXxx Xxxxxxx Xxxxx, XXXxx Xxxx, XxxxxxxxxxXxx Xxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten 10 business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and either the Selling Shareholders or the Custodian against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US Dxxxx Xxxx & Wxxxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs Applicable Time is after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company and the Selling Stockholders (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company Selling Stockholders against delivery to the Representatives Underwriters for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesThe Underwriters, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Xxxxx Lovells US LLPEvercore Group L.L.C., 000 Xxxxxxxxxx 00 Xxxx 00xx Xxxxxx, XXXxx Xxxx, XxxxxxxxxxXX 00000, X.X. 00000Attention: Equity Capital Markets, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing TimeDate”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.