Common use of Purchase and Closing Clause in Contracts

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York City time, on [_________, ____], or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] _________ in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXXVenture Law Group, Two Embarcadero PlaceA Professional Corporation, 2200 2800 Xxxx Xxxx Xxxx, Xxxx Xxxxx Xxxx, Xxxxxxxxxx XX 00000 xx 9:30 A.M., New York City time, on [_________, ____]1998 on the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," ", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing"."

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, Company at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Xxxxx Xxxxxx Shareholder Services, Inc.] Services in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx Xxxxxx, Xxxxxxx & Xarrxxxx XXXXxxxxx, Two Embarcadero PlaceL.L.P., 2200 Xxxx 1600 Atlanta Financial Center, 0000 Xxxxxxxxx Xxxx, Xxxx XxxxX.X., Xxxxxxxxxx xx Xxxxxxx, XX 00000 at 9:30 A.M., New York City time, on [______April ___, ____]1998 on the [third] [fourth] full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," ", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing"."

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares, and each Selling Shareholder agrees to each sell the number of Firm Shares set forth opposite such Selling Shareholder's name under the Underwriterscolumn "Number of Firm Shares to be Sold" on Schedule 1, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 2 hereto. [One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company and the Selling Shareholders at least 48 hours prior to the First Closing Date (as defined below), shall be delivered by or on behalf of the Company and the Selling Shareholders to the Representatives for the respective accounts of the Underwriters] or [Firm Shares shall be registered by [ChaseMellon Xxxxx Xxxxxx Shareholder Services, Inc.] Services in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company and the Selling Shareholders at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to to, (i) in the case of Firm Shares issued and sold by the Company, the account of the Company of the aggregate Purchase Price therefor $__________ by wire transfer in immediately available fundsfunds and, (ii) in the case of Firm Shares sold by the Selling Shareholders, by certified or bank check or checks payable to _______________, as custodian for the Selling Shareholders (the "Custodian"). The Company and the Selling Shareholders will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of such place as is designated by the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXXStoel Rives LLP, Two Embarcadero PlaceXxx Xxxxx Xxxxxx, 2200 Xxxx XxxxXxxxx 0000, Xxxx Xxxx000 Xxxxxxxxxx, Xxxxxxx, Xxxxxxxxxx xx 00000-0000 at 9:30 A.M., New York City time, on [_________], ____]1997 the third full business day following the date of this Agreement (or the fourth business day if permitted by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act)), or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," ", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing"."

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell sell, and the Selling Stockholder proposes to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholder, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company and the Selling Stockholder at least 48 hours prior to the First Closing Date (as defined below), shall be delivered by or on behalf of the Company and the Selling Stockholder to the Representatives for the respective accounts of the Underwriters Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc._________] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company and the Selling Stockholder at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company and the Selling Stockholder of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company and the Selling Stockholder will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXXVenture Law Group, Two Embarcadero PlaceA Professional Corporation, 2200 0000 Xxxx Xxxx Xxxx, Xxxx Xxxxx Xxxx, Xxxxxxxxxx xx 00000, at 9:30 A.M., New York City time, on [_________, ____]the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives Representatives, the Company and the Company Selling Stockholder may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," ", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing.". For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Selling Stockholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ 22 1/4 per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters. The Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] the American Stock Transfer & Trust Company in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx Xxxxxx, Xxxxx & Xarrxxxx XXXXxxxxxx LLP, Two Embarcadero Place000 Xxxx Xxxxxx, 2200 Xxxx Xxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx XX 00000 at 9:30 A.M., New York City time, on [_________July 28, ____]1997, the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," ", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder ServicesBank of Boston, Inc.] N.A. in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx Xxxxxxx Xxxxxxx & Xarrxxxx XXXXxxxxxxx LLP, Two Embarcadero Place, 2200 0000 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 00000 at 9:30 A.M., New York City time, on [_________, ____]the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder ServicesBankBoston, Inc.] N.A. in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx Xxxxxx Xxxxxxx Xxxxxxxx & Xarrxxxx XXXXxxxxx, Two Embarcadero PlaceP.C., 2200 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 00000 at 9:30 A.M., New York City time, on [_________, ____]the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," ", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing"."