Common use of Sale and Delivery to Underwriter Closing Clause in Contracts

Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the Underwriter, and the Underwriter agrees to purchase from the Trust, the Firm Securities, at a purchase price of $25.00 per Firm Security. Payment of the purchase price for, and delivery of, the Firm Securities shall be made at the offices of Arnoxx & Xortxx, 10 - 10 - 555 Xxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, xx at such other place as shall be agreed upon by you, the Trust and the Company, at 10:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Trust, the Firm Securitiesaggregate liquidation amount of Preferred Securities set forth opposite its name on Schedule I hereto, at a purchase price of $25.00 ___ per Firm Preferred Security. Payment of the purchase price for, and delivery of, the Firm Preferred Securities shall be made at the offices of Arnoxx Arnold & XortxxPorter, 10 - 10 - 555 Xxxxxxx XxxxxxTwelfth Street, X.X., XxxxxxxxxxWxxxxxxton, X.X. 00000, xx at such other place as shall be xx xxxx xxxxx xxxxx xx xxxxx xx agreed upon by youthe Underwriters, the Trust and the Company, at 10:00 A.M. Eastern Standard Time, on the third fourth business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the UnderwriterUnderwriters, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter Underwriters contained in this Section 2, and in view of the fact that the proceeds of the sale of the Preferred Securities will be used by the Trust to purchase the Subordinated Debentures of the Company, the Company hereby agrees to pay to the Underwriter Underwriters on the Closing Date an amount equal to $___ per Firm Preferred Security times the total number of Firm Preferred Securities purchased by the Underwriter Underwriters on the Closing Date as commissions for the sale of such Firm Preferred Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Preferred Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery of the Preferred Securities to the Underwriter of the Firm Securities to be purchased by itUnderwriters. The Firm Preferred Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Preferred Securities shall be made available for examination by the Underwriter Underwriters not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Trust, the Firm Securitiesaggregate liquidation amount of Preferred Securities set forth opposite its name on SCHEDULE I hereto, at a purchase price of $25.00 25 per Firm Preferred Security. Payment of the purchase price for, and delivery of, the Firm Preferred Securities shall be made at the offices of Arnoxx Manatt, Xxxxxx & XortxxXxxxxxxx, 10 - 10 - 555 LLP, 00000 Xxxx Xxxxxxx XxxxxxBoulevard, X.X.Los Angeles, XxxxxxxxxxCalifornia, X.X. 00000, xx or at such other place as shall be agreed upon by youthe Underwriters, the Trust and the Company, at 10:00 A.M. Eastern Standard Time , on the third (or if the Preferred Securities are priced, as contemplated by Rule 15c-6(1)(c) under the Exchange Act, after 4:30 P.M. Eastern Time, on the third fourth) business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the UnderwriterUnderwriters, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter Underwriters contained in this Section 2, and in view of the fact that the proceeds of the sale of the Preferred Securities will be used by the Trust to purchase the Subordinated Debentures of the Company, the Company hereby agrees to pay to the Underwriter Underwriters on the Closing Date an amount equal to $___ per Firm Preferred Security times the total number of Firm Preferred Securities purchased by the Underwriter Underwriters on the Closing Date as commissions for the sale of such Firm Preferred Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Preferred Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery of the Preferred Securities to the Underwriter of the Firm Securities to be purchased by itUnderwriters. The Firm Preferred Securities shall be issued in the form of one or more fully registered global notes certificates (the "Global NotesCertificates") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two business days before the Closing Date. The Global Notes Certificates representing the Firm Preferred Securities shall be made available for examination by the Underwriter Underwriters not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date Delivery of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Preferred Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an by credit through "Option Closing Date,full fast transfer" which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of accounts at the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is Depository designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateUnderwriters.

Sale and Delivery to Underwriter Closing. On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the TrustCompany the number of Underwritten Shares set forth opposite the name of the Underwriter in Schedule A hereto. The Underwriter hereby advises the Company that it intends to offer for sale to the public, initially on the terms set forth in the General Disclosure Package, the Firm Securities, at a Underwritten Shares as soon after this Agreement has been executed and the Underwriter has determined is advisable and practicable. The purchase price per share to be paid by the Underwriter to the Company for the Underwritten Shares will be $9.75 per share (the “Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of $25.00 the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Shares at the Purchase Price less an amount per Firm Securityshare equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Payment of for the purchase price for, and delivery of, the Firm Securities Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter in the case of the Underwritten Shares, at the offices of Arnoxx & XortxxXxxxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxxxxcounsel for the Underwriters, X.X.at 0000 Xxxxxx xx xxx Xxxxxxxx, XxxxxxxxxxXxx Xxxx, X.X. Xxx Xxxx 00000, xx at 10:00 A.M., New York City time, on April 28, 2017, in accordance with Rule 15c6-1 under the 1934 Act, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as shall be agreed upon by you, the Trust Underwriter and the CompanyCompany may agree upon in writing or, at 10:00 A.M. Eastern Standard Timein the case of the Option Shares, on the third business day (unless postponed in accordance with date and at the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon and place specified by the Underwriter, Underwriter in the Trust and written notice of the Company (Underwriters’ election to purchase such Option Shares. The time and date of such payment and delivery being for the Underwritten Shares is referred to herein called as the "“Closing Date"). As compensation ”, and the time and date for such payment for the commitments of Option Shares, if other than the Underwriter contained in this Section 2Closing Date, is herein referred to as the Company hereby agrees “Additional Closing Date”. Payment for the Shares to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities be purchased by the Underwriter on the Closing Date or the Additional Closing Date, as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities case may be, shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by itthe Company. The Firm Securities Delivery of the Shares shall be issued in made through the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee facilities of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), unless the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securitiesotherwise instruct. The Option Securities shall be issued Underwriter proposes to offer the Shares for sale upon the terms and conditions set forth in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateProspectus.

Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the TrustCompany, the Firm Securitiesaggregate principal amount of Securities set forth opposite the name of the Underwriter on Schedule I hereto, at a purchase price of $25.00 per Firm Security. Payment equal to 99.115% of the purchase price for, and delivery of, aggregate principal amount thereof. Delivery of the Firm Securities shall be made at the offices of Arnoxx Skadden, Arps, Slate, Xxxxxxx & XortxxXxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxx Xxxxx Xxxxxx, X.X.Xxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, xx or such other place as may be agreed to by the Underwriter and the Company, and payment of the purchase price for the Securities shall be made by the Underwriter to the Company by wire transfer of immediately available funds contemporaneous with closing at such other place as shall be agreed upon by you, the Trust Underwriter and the Company, at no later than 10:00 A.M. Eastern Standard Timea.m., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementMarch 16, 2017 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriter and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). As compensation Payment for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank designated by the Company, against delivery to the Underwriter for the respective accounts of the Firm Underwriter of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by itthe Underwriter. The Firm Securities represented by the Global Note shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before prior to the Closing DateTime. The Global Notes representing the Firm Securities Note shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time 4:55 p.m. New York City time, on the last business day prior to the Closing DateTime. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter)performing its duties under this Agreement, the Underwriter shall have be entitled to rely upon any notice, signature or writing that the right Underwriter shall in good faith believe to purchase all be genuine and to be signed or presented by a proper party or parties. The Underwriter may rely upon any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold opinions or certificates or other documents delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice Company or its counsel or designees to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Datethem.