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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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.
Appears in 7 contracts
Sources: Underwriting Agreement (Hudson Pacific Properties, Inc.), Underwriting Agreement (Hudson Pacific Properties, Inc.), Underwriting Agreement (Hudson Pacific Properties, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇Chance US LLP, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 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.
Appears in 6 contracts
Sources: Underwriting Agreement (AllianzGI Diversified Income & Convertible Fund), Underwriting Agreement (Eaton Vance Floating-Rate Income Plus Fund), Underwriting Agreement (Cohen & Steers MLP Income & Energy Opportunity Fund)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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.
Appears in 6 contracts
Sources: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.), Underwriting Agreement (National Australia Bank LTD)
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 ▇▇▇▇▇▇ Lovells US LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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.
Appears in 5 contracts
Sources: Underwriting Agreement (Ascendis Pharma a/S), Underwriting Agreement (Ascendis Pharma a/S), Underwriting Agreement (Ascendis Pharma a/S)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇US LLP, 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.
Appears in 5 contracts
Sources: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
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 Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Lovells US LLP, & ▇▇▇▇ ▇▇▇▇▇LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the CompanyTrust, at 9:00 10:00 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 Trust (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 CompanyTrust, on each Date of Delivery as specified in the notice from the Representatives to the CompanyTrust. Payment shall be made to the Company Trust by wire transfer of immediately available funds to a bank account designated by the Company Trust, 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.
Appears in 4 contracts
Sources: Purchase Agreement (BlackRock Defined Opportunity Credit Trust), Purchase Agreement (BlackRock Enhanced Dividend Achievers Trust), Purchase Agreement (BlackRock Enhanced Dividend Achievers Trust)
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 ▇H▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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 RepresentativesE▇ ▇▇▇▇▇▇, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.)
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 D▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Anzu Special Acquisition Corp I), Underwriting Agreement (Anzu Special Acquisition Corp I), Underwriting Agreement (Anzu Special Acquisition Corp I)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Swiftmerge Acquisition Corp.), Underwriting Agreement (Swiftmerge Acquisition Corp.), Underwriting Agreement (Swiftmerge Acquisition Corp.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (Montrose Environmental Group, Inc.)
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 ▇▇▇▇▇▇ Lovells US LLP, & ▇▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇ 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.
Appears in 3 contracts
Sources: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (RLJ Lodging Trust), Underwriting Agreement (RLJ Lodging Trust), Purchase Agreement (RLJ Lodging Trust)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 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 (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 and the Selling Stockholders, as the case may be, by wire transfer of immediately available funds to a bank account 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 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 Leerink Partners, 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.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Beta Bionics, Inc.), Underwriting Agreement (Beta Bionics, Inc.), Underwriting Agreement (Beta Bionics, Inc.)
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 ▇▇▇▇▇ Lovells US LLPSkadden, ▇▇▇ ▇▇▇Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ LLP, 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”). 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. Payment shall be made to the Company by wire transfer of immediately available funds to a the 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 (as agreed among the Representatives) 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.
Appears in 3 contracts
Sources: Underwriting Agreement (New Fortress Energy LLC), Underwriting Agreement (New Fortress Energy LLC), Underwriting Agreement (New Fortress Energy LLC)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Summit Healthcare Acquisition Corp.), Underwriting Agreement (Summit Healthcare Acquisition Corp.), Underwriting Agreement (Swiftmerge Acquisition Corp.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 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, the Initial Securities and the Option Securities, if any, which it such Underwriter 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc)
Payment. Payment of the purchase price for, and delivery of the certificates for or book-entry credits representing, the Initial Trust Preferred Securities to be purchased by the Underwriters shall be made at the offices of ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the CompanyOfferors, 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. (New York City time) on any given day) fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 11) following the date 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 Offerors (each such time and date of payment and delivery being herein called referred to as a “Closing Time”). In addition, in the event that any or all of the Option Trust Preferred Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of the certificates for or book-entry credits representing, such Option Trust Preferred Securities shall be made at the above-mentioned officesoffice of Sidley Austin LLP, or at such other place as shall may be agreed upon by the Representatives Representative and the Company, at 10:00 A.M. on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company Trust by wire transfer of immediately available funds to a bank account designated by the Company Trust, against delivery to the Representatives Representative for its account or, if applicable, for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Trust Preferred Securities to be purchased by themthem (unless such Trust Preferred Securities are issuable only in the form of one or more global securities registered in the name of a depository or a nominee of a depository, in which event the Underwriters’ interest in such global certificate shall be noted in a manner satisfactory to the Underwriters and their counsel). 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 Trust Preferred Securities and the Option Trust Preferred Securities, if any, which it has severally 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 Trust Preferred Securities or the Option Trust Preferred 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Merrill Lynch & Co Inc), Underwriting Agreement (Merrill Lynch & Co Inc), Underwriting Agreement (Merrill Lynch & Co Inc)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇[—], 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 1010 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 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 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.
Appears in 3 contracts
Sources: Underwriting Agreement (THL Credit, Inc.), Underwriting Agreement (THL Credit, Inc.), Underwriting Agreement (THL Credit, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the CompanySelling 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 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 CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives Citi to the CompanySelling 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 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 RepresentativesCiti, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Mercato Partners Acquisition Corp), Underwriting Agreement (Mercato Partners Acquisition Corp)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇ ▇. ▇▇▇▇-▇▇▇▇, 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 Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇C▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇ & R▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ 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 M▇▇▇▇▇▇ L▇▇▇▇ 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 RepresentativesM▇▇▇▇▇▇ L▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (RCS Capital Corp), Underwriting Agreement (Schorsch Nicholas S)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇CA 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 ▇▇▇▇▇▇▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ & ▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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▇▇▇▇▇ and Stifel, severally and not jointly, individually and not as representative a 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Spero Therapeutics, Inc.), Underwriting Agreement (Spero Therapeutics, Inc.)
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 ▇▇▇▇▇ Lovells US ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇, ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Calyxt, Inc.), Underwriting Agreement (Calyxt, Inc.)
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 ▇▇▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇, ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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 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 109), 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 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 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 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Plymouth Industrial REIT Inc.), Underwriting Agreement (Plymouth Industrial REIT Inc.)
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 ▇▇▇▇▇ Lovells US Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇599 Lexington Avenue, ▇▇New York, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇New 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC)
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 ▇▇▇▇▇ Lovells US LLPSidley Austin llp, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 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 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 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 security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesBofA, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Pebblebrook Hotel Trust), Underwriting Agreement (Pebblebrook Hotel Trust)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Jackson Acquisition Co), Underwriting Agreement (Jackson Acquisition Co)
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 ▇▇▇▇▇ Lovells US LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇ 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 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. 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Puma Biotechnology, Inc.), Underwriting Agreement (Puma Biotechnology, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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 ▇▇▇▇▇ 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Berenson Acquisition Corp. I), Underwriting Agreement (Berenson Acquisition Corp. I)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇C▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇ & R▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ 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 M▇▇▇▇▇▇ L▇▇▇▇ 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 RepresentativesM▇▇▇▇▇▇ L▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (RCS Capital Corp), Underwriting Agreement (RCS Capital Corp)
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 ▇▇Proskauer Rose LLP, 1▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇, ▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative 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 Representative 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 Representative and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Representative to the CompanySelling Stockholders. Payment of the purchase price for the Option Securities shall be made at the Date of Delivery, if any, in the same manner and at the same office as the payment for the Initial Securities. 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 and the Selling Stockholders, as the 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 RepresentativesR▇▇▇▇▇▇ J▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.)
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 ▇▇▇▇▇ Lovells US ▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 CompanySelling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanySelling Shareholder. Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account account[s] 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Alliance Laundry Holdings Inc.), Underwriting Agreement (Alliance Laundry Holdings Inc.)
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 ▇▇▇▇▇ Lovells US LLP[ ], ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, [ ] 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇Suite 2500, ▇.▇. ▇▇▇▇▇Houston, Texas 77002, or at such other place as shall be agreed upon by the Representatives Representatives, the Trust 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 2018 (unless postponed in accordance with the provisions of Section 1011), 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 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, in each case 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▇▇▇▇▇ Fargo, 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Boaz Energy II, LLC), Underwriting Agreement (PermRock Royalty Trust)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the CompanyPartnership, 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 Partnership (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 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 CompanyPartnership, on each Date of Delivery as specified in the notice from the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the CompanyPartnership. Payment shall be made to the Company Partnership by wire transfer of immediately available funds to a bank account designated by the Company Partnership 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. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.
Appears in 2 contracts
Sources: Underwriting Agreement (Midcoast Energy Partners, L.P.), Underwriting Agreement (Midcoast Energy Partners, L.P.)
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 ▇Ropes & ▇▇▇▇ Lovells US LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Karyopharm Therapeutics Inc.), Underwriting Agreement (Karyopharm Therapeutics Inc.)
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 DLA Piper LLP (US), ▇▇▇▇ ▇▇▇▇▇▇ Lovells US LLP, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 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 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 through the facilities of The Depository Trust Company 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc)
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 Ropes & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ Lovells US LLP, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇-▇▇▇▇, 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 9:30 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 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (THL Credit, Inc.), Purchase Agreement (THL Credit, Inc.)
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 ▇▇▇▇▇ Lovells US LLP[ ], ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, [ ] 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.
Appears in 2 contracts
Sources: Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (Garrison Capital Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ & ▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters, 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 Underwriters, 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 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 Stockholders by wire transfer of immediately available funds to a bank account designated by the Company Selling Stockholders against delivery to the Representatives Underwriters 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 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 RepresentativesAny Underwriter, 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 any of the Underwriters shall otherwise instruct.
Appears in 2 contracts
Sources: Underwriting Agreement (Pinnacle Foods Inc.), Underwriting Agreement (Pinnacle Foods Inc.)
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 ▇▇▇▇▇ Lovells US LLPOsler, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Harcourt LLP in ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 8:30 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 CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanySelling 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 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.
Appears in 2 contracts
Sources: Purchase Agreement (Mitel Networks Corp), Purchase Agreement (Mitel Networks Corp)
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 ▇▇▇▇▇ Lovells US ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 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 BofA 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Dream Finders Homes, Inc.), Underwriting Agreement (Dream Finders Homes, Inc.)
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 Winston & ▇▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 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 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, 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 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 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 Representatives▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Durata Therapeutics, Inc.), Underwriting Agreement (Durata Therapeutics, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Ross Acquisition Corp II), Underwriting Agreement (Ross Acquisition Corp II)
Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Closing Securities shall be made at the offices of ▇▇▇▇▇ Lovells US Loeb & Loeb LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 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 Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”). Delivery of the Closing Securities at the Closing Time shall be made through the facilities of The Depository Trust Company, other than with respect to any Pre-Funded Warrants or 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 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. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company, other than with respect to any Pre-Funded Warrants or unless the Representative 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 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 accountaccounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Closing Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesTitan Partners, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Closing 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Alpha Cognition Inc.), Underwriting Agreement (Alpha Cognition Inc.)
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 Manatt, P▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇& P▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, One Embarcadero Center, 30th Floor, San Francisco, California, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Stockholders, 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 Underwriter 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 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-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriter and the CompanyCompany and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Underwriter 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 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 Custodian pursuant to purchase. Each each Selling Stockholder’s Power of the Representatives, individually Attorney 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 DeliveryCustody Agreement, as the case may be, but such payment shall not relieve such against delivery to the Underwriter from its obligations hereunderfor the account of the Underwriter of certificates for the Securities to be purchased by the Underwriter.
Appears in 2 contracts
Sources: Underwriting Agreement (Esquire Financial Holdings, Inc.), Underwriting Agreement (Esquire Financial Holdings, Inc.)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 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. 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Restoration Hardware Holdings Inc), Underwriting Agreement (Restoration Hardware Holdings Inc)
Payment. Payment of the purchase price for, and for the Initial Securities or against delivery of certificates [or the Depositary Receipts evidencing the Depositary Shares,] for or book-entry credits representing, the Initial Securities shall be made at the offices of ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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 for the Initial Securities or against delivery of certificates [or the Depositary Receipts evidencing the Depositary Shares,] 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 Company, against delivery to the Representatives through the facilities of the Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of certificates or receipts 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 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 and 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.
Appears in 2 contracts
Sources: Underwriting Agreement (PennantPark Floating Rate Capital Ltd.), Purchase Agreement (Pennantpark Investment Corp)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Outset Medical, Inc.), Underwriting Agreement (Outset Medical, Inc.)
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 ▇▇▇▇▇▇ Lovells US LLP& ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇Suite 1900, ▇▇▇▇▇▇▇▇▇▇San Francisco, ▇.▇. ▇▇▇▇▇California 94111, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 7:00 A.M. (New York City California 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 CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment for the Initial Securities 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 Initial Securities to be purchased by them. Payment for the Option Securities purchased by the Underwriters shall be made to the Custodians by wire transfer of immediately available funds to a bank account designated by the Custodian, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Option Securities 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.
Appears in 2 contracts
Sources: Purchase Agreement (Simons Stephen W), Purchase Agreement (Turner Paul H)
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 ▇▇▇▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, The New York Times Building, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 Evercore 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 RepresentativesEvercore, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Agenus Inc), Underwriting Agreement (MiNK Therapeutics, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇& ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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 ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Castle Biosciences Inc), Underwriting Agreement (Castle Biosciences Inc)
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 ▇▇▇▇▇ Lovells US Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇, ▇▇▇▇▇, 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 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 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 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 Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and each Selling Stockholder, as the case may be, against delivery through the facilities 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 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.
Appears in 2 contracts
Sources: Purchase Agreement (Colfax CORP), Purchase Agreement (Colfax CORP)
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 Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Lovells US & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇Chicago, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇Illinois 60606, 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 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 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 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, 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 Shareholder by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Custodian pursuant to the 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)
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 ▇▇▇▇▇ Lovells US Skadden, Arps, Slate, Meagher & Flom LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇4 Times Square, ▇▇New York, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇New York 10036, or at such other place as shall be agreed upon by the Representatives and the CompanyTrust, at 9:00 10:00 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 Trust (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 CompanyTrust, on each Date of Delivery as specified in the notice from the Representatives to the CompanyTrust. Payment shall be made to the Company Trust by wire transfer of immediately available funds to a bank account designated by the Company Trust, 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 RepresentativesMerrill Lynch, individually and not as representative of the UnderwritersUnderw▇▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Purchase Agreement (Blackrock New York Municipal 2018 Term Trust), Purchase Agreement (Blackrock California Municipal 2018 Term Trust)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Safety, Income & Growth, Inc.), Underwriting Agreement (Safety, Income & Growth, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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 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, 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (A.K.A. Brands Holding Corp.), Underwriting Agreement (A.K.A. Brands Holding Corp.)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 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.
Appears in 2 contracts
Sources: Purchase Agreement (Restoration Hardware Holdings Inc), Purchase Agreement (Restoration Hardware Holdings Inc)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇Menlo Park, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇CA 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)
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 ▇▇▇▇▇▇▇ Lovells US Procter LLP, The New York Times Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 Common Shares at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct and delivery of the Series II First Preferred Shares shall be in certificated form. 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. 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 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 RepresentativesLeerink 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Trillium Therapeutics Inc.), Underwriting Agreement (Trillium Therapeutics Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Neogenomics Inc), Underwriting Agreement (Neogenomics Inc)
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 Fried, Frank, Harris, ▇▇▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
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 ▇▇▇▇▇ Lovells US Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇599 Lexington Avenue, ▇▇New York, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇New 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇US LLP, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (PROOF Acquisition Corp I), Underwriting Agreement (PROOF Acquisition Corp I)
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 Blank Rome, LLP, One ▇▇▇▇▇ Lovells US LLPSquare, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Republic First Bancorp Inc), Underwriting Agreement (Republic First Bancorp Inc)
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 Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Lovells US & ▇▇▇▇ LLP, Four Times Square, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇ or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. a.m. (New York City time) on the third fifth (fourthsixth, 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 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ Hunton & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Underwriters 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. 4:00 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 Underwriters 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-above mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, on each Date of Delivery as specified in the notice from the Representatives Underwriters 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 Underwriters 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, Citigroup Global Markets Inc. may (but shall not be obligated to) individually 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Equity One, Inc.), Underwriting Agreement (Equity One, Inc.)
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 Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Lovells US & ▇▇▇▇ LLP, Four Times Square, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇ or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. 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), 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)
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 ▇▇▇▇▇ Lovells US ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇, ▇▇▇▇▇, 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 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 accounts designated by the Company and 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Fortegra Group, Inc), Underwriting Agreement (Fortegra Group, LLC)
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 ▇▇▇▇▇▇▇▇ Lovells US LLP, & ▇▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇ ▇. ▇▇▇▇-▇▇▇▇, 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 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (DigitalBridge Group, Inc.), Underwriting Agreement (BrightSpire Capital, Inc.)
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 ▇▇▇▇▇ Lovells US Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 Representatives▇.▇. ▇▇▇▇▇▇ 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Fresh Market, Inc.), Underwriting Agreement (Fresh Market, Inc.)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Xponential Fitness, Inc.), Underwriting Agreement (Xponential Fitness, Inc.)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 1012), 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Claros Mortgage Trust, Inc.), Underwriting Agreement (Claros Mortgage Trust, Inc.)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Floor & Decor Holdings, Inc.), Underwriting Agreement (Floor & Decor Holdings, Inc.)
Payment. Payment of the purchase price for, for and delivery of certificates for or book-entry credits representing, the Initial Securities Notes shall be made at the offices of ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 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 and the Option Securities, if any, Notes which it has agreed to purchase. Each of the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇ and Goldman, 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, Notes 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 Notes shall be issued in book-entry only form through the facilities of The Depository Trust Company (“DTC”) and shall be represented by one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for DTC. The Notes 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 Time.
Appears in 2 contracts
Sources: Underwriting Agreement (Hexcel Corp /De/), Underwriting Agreement (Hexcel Corp /De/)
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 ▇▇▇Sidley Austin llp, 7▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives Representative and the Company, 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 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 M▇▇▇▇▇▇ L▇▇▇▇ 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 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 RepresentativesM▇▇▇▇▇▇ L▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Home Properties Inc), Underwriting Agreement (Home Properties Inc)
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 ▇▇▇▇▇ Lovells US Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 1010 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 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 BofAS 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Galera Therapeutics, Inc.), Underwriting Agreement (Centrexion Therapeutics Corp)
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Allison Transmission Holdings Inc)
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 ▇▇▇▇▇ Lovells US LLPSidley Austin llp, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 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 RepresentativesBofA, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 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.
Appears in 2 contracts
Sources: Underwriting Agreement (TPG RE Finance Trust, Inc.), Underwriting Agreement (TPG RE Finance Trust, Inc.)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇ ▇. ▇▇▇▇-▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Banner Acquisition Corp.), Underwriting Agreement (Banner Acquisition Corp.)
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 ▇▇▇▇▇ Lovells US LLPSidley Austin llp, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 1010 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 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 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 Companyby wire transfer of immediately available funds to a bank account designated by the Company against Companyagainst 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. The Company shall deliver the Initial Securities and Option Securities, if any, through the facilities of the Depository Trust Company (the “DTC”) unless the Underwriters 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 such Underwriter 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 and 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.
Appears in 1 contract
Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at against delivery of such Initial Securities for the offices respective accounts of ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, Underwriters 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”), by causing The Depository Trust Company (“DTC”) to credit the respective accounts of the Underwriters at DTC. 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 for the respective accounts of the Underwriters by causing DTC to credit the respective accounts of the Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyDTC, 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 the Initial Securities by causing DTC to credit the respective accounts of certificates the Underwriters at DTC 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.
Appears in 1 contract
Sources: Underwriting Agreement (Digital Realty Trust, L.P.)
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 Skadden, Arps, Slate, M▇▇▇▇▇▇ Lovells US LLP, & F▇▇▇ LLP, F▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company (“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 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. Delivery of the Option Securities on each 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 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.
Appears in 1 contract
Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities ADSs, as may be evidenced by ADRs, shall be made at to the offices Representatives for the respective accounts of ▇▇▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇the several Underwriters, or at such other place as shall be agreed upon otherwise instructed by the Representatives and the CompanyRepresentatives, at 9:00 [9:00] A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 [4:30] P.M. (New York City time) on any given day) business day Business Day in the United States 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 the Representatives shall designate, which date as shall and time may be agreed upon postponed by agreement among the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). The form of ADR evidencing the Offered ADSs and the Underlying Shares will be made available for inspection by the Representatives not later than [1:00] P.M., New York City time, on the Business Day in the United States prior to the Closing Time and each Date of Delivery, as the case may be. In addition, in the event that any or all of the Option Securities ADSs 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 ADSs shall be made at to the above-mentioned officesRepresentatives for the respective accounts of the several Underwriters, or at such other place as shall be agreed upon otherwise instructed by the Representatives and the CompanyRepresentatives, 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 Offered ADSs 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 ADSs and the Option SecuritiesADSs, if any, which it has agreed to purchase. Each of the RepresentativesCiti, BofA and Barclays, in each case 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 ADSs or the Option SecuritiesADSs, 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. At the Closing Time, the Company shall pay the Underwriters an underwriting service fee of Ps.[•] per Initial ADS to be divided among the Underwriters based on the number of Initial ADSs subscribed and paid for by each Underwriter based on Schedule A hereto. On each Date of Delivery, the Company shall pay the Underwriters an underwriting service fee of Ps.[•] per Option ADS to be divided among the Underwriters based on the number of Option ADSs subscribed and paid for by each Underwriter. Payment shall be made to the Underwriters by wire transfer of immediately available funds to a bank account designated by the Underwriters.
Appears in 1 contract
Sources: Underwriting Agreement (Vesta Real Estate Corporation, S.A.B. De C.V.)
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 L▇▇▇▇▇ Lovells US LLP, ▇▇▇ & W▇▇▇▇▇▇ LLP, 8▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 M▇▇▇▇▇ S▇▇▇▇▇▇, 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.
Appears in 1 contract
Sources: Underwriting Agreement (Millicom International Cellular Sa)
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 ▇▇Shearman & Sterling LLP at ▇▇▇ Lovells US LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 (fourthor, if the pricing occurs after 4:30 P.M. (New York City time) on any given day, fourth) 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”). 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 CompanyCompany and in accordance with Section 2(b) hereof. 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 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 that 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.
Appears in 1 contract
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 ▇▇▇▇▇ Lovells US LLP, ▇▇▇▇ ▇▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇LLP, 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.
Appears in 1 contract
Sources: Underwriting Agreement (Brookdale Senior Living Inc.)
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 ▇▇▇▇▇ Lovells US Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, 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 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 Units and the $15 Exercise Price Warrants in order for the Trust Account to equal 102% 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”) for the account of the 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. Payment by the Underwriters for the Initial Securities is contingent upon (i) payment by the Sponsor to the Company for the Private Placement Units and the $15 Exercise Price Warrants and (ii) deposit of the gross proceeds from the sale of the Private Placement Units and the $15 Exercise Price 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 date of effectiveness of the Registration Statement and in accordance with the terms of the Private Placement Purchase Agreements. 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 Option Private Placement Units in order for the Trust Account (excluding any interest earned on amounts in the Trust Account) to equal 102% 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 for the account of the Underwriters. 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 Option Private Placement Units and (ii) deposit of the gross proceeds from the sale of the Option Private Placement Units by or at the direction of the Company into the Trust Account, in each case at least one business day prior to the Date of Delivery and in accordance with the terms of the Private Placement Purchase Agreements. 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 total 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 the case may be, but shall be necessary to cause such payment shall not relieve such Underwriter from its obligations hereunderto 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 Shareholders”) 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 Shareholders holding Public Shares on a pro rata basis.
Appears in 1 contract
Sources: Underwriting Agreement (FG New America Acquisition II Corp)
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 White & Case LLP, 1▇▇▇ ▇▇▇▇▇▇ Lovells US LLP, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇, 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 (or 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 (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 Company, on each Date of Delivery as specified in the notice from the Representatives Barclays 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 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 RepresentativesBarclays, 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.
Appears in 1 contract
Sources: Underwriting Agreement (Sapiens International Corp N V)
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 ▇▇▇▇▇ Lovells US Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. a.m. (New York City time) on the third fifth (fourthsixth, 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 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 and the Company, on each Date of Delivery as specified in the notice from the Representatives ▇▇▇▇▇ Fargo and ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a one or more 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▇▇▇▇▇ Fargo and ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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.
Appears in 1 contract
Sources: Underwriting Agreement (CorEnergy Infrastructure Trust, Inc.)
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 ▇▇▇▇▇▇ Lovells US & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇, 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 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 Onex Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Onex 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.
Appears in 1 contract
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 Milbank, Tweed, ▇▇▇▇▇▇ Lovells US LLP, & ▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 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. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery delivery, in definitive form, by or on behalf of the Company 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 Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Fargo, 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.
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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 ▇▇▇▇▇▇ Lovells US LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇ ▇▇▇▇ ▇▇▇▇▇, 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 2006 (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 representingfor, such Option Securities shall be made at 9:00 A.M. (New York City time) at the above-mentioned offices, 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 CompanyCompany and the Selling Stockholders. Payment shall be made to MDCP and MDCP II by wire transfer of immediately available funds to a single bank account designated by MDCP and MDCP II or their Custodian and payment shall be made to BIB Bermuda by wire transfer of immediately available funds to one or more bank accounts at the Escrow Agent, which accounts shall be designated by the Escrow Agent (provided that such accounts are satisfactory to the Representatives), and payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company Company, in each case 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 RepresentativesWachovia and BAS, 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 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.
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Sources: Underwriting Agreement (Carrols Restaurant Group, Inc.)