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, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, 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 ________ 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 Stockholders 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 Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company and the Selling Stockholders 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 Companyos 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 Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & Xachxxxxx, XXP, 155 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, xx 9:30 A.M., New York City time, on _________, 1998, or at such other place, time or date as the Representatives, the Company and the Selling Stockholders 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, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, at a purchase price of $___ per Share (the "Purchase PricePURCHASE PRICE"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE 1 hereto. Firm Shares shall be registered by ________ American Stock Transfer and Trust Company in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede CEDE & Co.CO."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company and the Selling Stockholders 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 Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company and the Selling Stockholders 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 Companyos 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 Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & Xachxxxxx, XXP, 155 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, xx [LOCATION OF CLOSING] at 9:30 A.M., New York City time, on _______June __, 19981998 on the third or fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives, the Company and the Selling Stockholders may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing DateFIRST CLOSING DATE", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First ClosingFIRST 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, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, 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 ________ BankBoston, 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 and the Selling Stockholders 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 Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company and the Selling Stockholders 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 Companyos 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 Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxx Xxxxxxxx & XachxxxxxXxxxxx, XXPP.C., 155 Xxxxxxxxxxxx Xxxxx000 Xxxx Xxxx Xxxx, Xxxxx Xxxx Xxxx, Xxxxxxxxxx 00000, xx 00000 at 9:30 A.M., New York City time, on _________, 1998the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives, the Company and the Selling Stockholders 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, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, 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 ________ Harrxx Xxxst and Savings Bank 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 Stockholders 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 Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company and the Selling Stockholders 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 Companyos 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 Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Andrxxx & Xurtx X.X.P., 4200 Xxxxx Xxxxxxxx & Xachxxxxx, XXP, 155 Xxxxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, 00000 xx 9:30 A.M., New York City time, on _________May , 19981997, or at such other place, time or date as the Representatives, the Company and the Selling Stockholders 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, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, 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 ______________ in the name of Cede & Co. ("Cede & Co.") (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 Stockholders 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 Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company and the Selling Stockholders 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 Companyos 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 Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & XachxxxxxVenture Law Group, XXP, 155 Xxxxxxxxxxxx Xxxxx0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, xx at 9:30 A.M., New York City time, on May _________, 1998,1998 (the [third or fourth] full business day following the date of this Agreement), or at such other place, time or date as the Representatives, the Company and the Selling Stockholders 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, and the Selling Stockholders propose agree to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, at a the purchase price of $___ per Share set forth in Schedule I hereto (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 II hereto. Firm Shares shall be registered by ________ First National Bank of Boston 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 Stockholders 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 respective accounts of the Company and the Selling Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company and the Selling Stockholders 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 Companyos 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 Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & Xachxxxxx, XXP, 155 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, xx 9:30 A.M., New York City timeoffice of, on _________, 1998the date and at the time specified in Schedule I hereto, or at such other place, time or date as the Representatives, Representatives and the Company and the Selling Stockholders 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"."