Common use of Initial Shares Clause in Contracts

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The closing of the Underwriters’ purchase of the Initial Shares to shall be purchased held at the office of Ropes & Xxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (unless another place shall be agreed upon by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice and the Company). At the closing, subject to the satisfaction or waiver of the closing conditions set forth in this Agreement, payment of the aggregate Purchase Price of the Initial Shares shall be made to the Company and by wire transfer of immediately available funds to the Initial Selling Stockholders shall be delivered bank account designated by or on behalf of the Company and the Initial Selling Stockholders against delivery to the Representatives, including, at the option of the Representatives, Representatives through the facilities of The Depository Depositary Trust Company (“DTC”) for the account respective accounts of such Underwriterthe Underwriters of the Initial Shares and Option Shares, against if any, 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 by or on behalf of such Underwriter the aggregate Purchase Price for, the Initial Shares and Option Shares, if any, which it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing for the Initial Shares or Option Shares, if any, to be made available for checking and packaging at least twenty-four hours prior to purchased by any Underwriter whose funds have not been received by the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of but such delivery and payment shall not relieve such Underwriter from its obligations hereunder. Such payment and delivery shall be 9:30 made at 10:00 a.m., New York City time, on the second (2nd) (third (fourth3rd), 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 another time and date time, not later than ten (10) business days after such date, shall be agreed to by the Representatives and the Company) (the “Closing Date”). The time at which such payment and delivery are actually made is hereinafter sometimes called on the Closing Date referred to herein as the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter the Underwriters hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight (48) hours’ prior notice to the Forward Seller (as agent for the Forward Counterparty, with respect to the Borrowed Initial Shares) or the Company (with respect to the Company Initial Shares and the any Company Top-Up Initial Selling Stockholders Shares) shall be delivered by or on behalf of the Company and Forward Seller or the Initial Selling Stockholders Company, as the case may be, to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriterthe Underwriters, against payment by or on behalf of such Underwriter the Underwriters of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Forward Seller (with respect to the Borrowed Initial Shares) or by the Company (with respect to the Company Initial Shares and each of the any Company Top-Up Initial Selling StockholdersShares), in either case, upon at least forty-eight (48) hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking time, date and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date place of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 4:00 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives Representatives, the Forward Seller and the Company)) at the office of Hunton & Xxxxxxxx LLP, counsel for the Underwriters, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The closing of the Underwriters’ purchase of the Initial Shares to shall be purchased held at the office of Ropes & Xxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (unless another place shall be agreed upon by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice and the Company). At the closing, subject to the satisfaction or waiver of the closing conditions set forth in this Agreement, payment of the aggregate Purchase Price of the Initial Shares shall be made to the Company and by wire transfer of immediately available funds to the Initial Selling Stockholders shall be delivered bank accounts designated by or on behalf of the Company and the Initial Selling Stockholders against delivery to the Representatives, including, at the option of the Representatives, Representatives through the facilities of The Depository Depositary Trust Company (“DTC”) for the account respective accounts of such Underwriterthe Underwriters of the Initial Shares and Option Shares, against if any, 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 by or on behalf of such Underwriter the aggregate Purchase Price for, the Initial Shares and Option Shares, if any, which it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing for the Initial Shares or Option Shares, if any, to be made available for checking and packaging at least twenty-four hours prior to purchased by any Underwriter whose funds have not been received by the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of but such delivery and payment shall not relieve such Underwriter from its obligations hereunder. Such payment and delivery shall be 9:30 made at 10:00 a.m., New York City time, on the third second (fourth, if pricing occurs after 4:30 p.m., New York City time2nd) business day after the date hereof (unless another time and date time, not later than ten (10) business days after such date, shall be agreed to by the Representatives and the Company) (the “Closing Date”). The time at which such payment and delivery are actually made is hereinafter sometimes called on the Closing Date referred to herein as the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives Representative may request upon at least forty-eight hours’ ' prior written notice to the Company and the Initial Selling Stockholders Company, shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the RepresentativesRepresentative, including, at the option of the RepresentativesRepresentative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives Representative by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ ' prior written notice. The To the extent the Representative requests that the Initial Shares be delivered in certificated form and not in book-entry form through the facilities of DTC, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativesRepresentative, 0000 00xx Xxxxxx Xxxxx1001 19th Street North, XxxxxxxxxArlington, Xxxxxxxx 00000Virginia 22209, or at the office of DTC or its designated custodianoffxxx xx XXX xx xxx xxxxxxxxxx xxxxxxxxx, as the case xx xxx xxse may be (the “"Designated Office”"). The time and date of such delivery of and payment for the Initial Shares shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “"Date of Delivery.”" Delivery of and payment for the Initial Shares shall occur at the Richmond, Virginia offices of Hunton & Williams LLP.

Initial Shares. The Initial Shares to be purchased by each Underwriter the Underwriters hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives Underwriters may request upon at least forty-eight hours’ ' prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the RepresentativesUnderwriters, including, at the option of the RepresentativesUnderwriters, through the facilities of The Depository Trust Company (“"DTC”") for the account of such any Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives Underwriters by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ ' prior notice. The Company will will, upon the request of the Underwriters, cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativesLedgewood Law Firm, P.C. located at 0000 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxxxxxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 10:30 a.m., New York City time, on the third (fourthOctober 5, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another 2004 or on such other time and date shall be agreed to by as the Representatives Company and the Company)Representative may agree upon in writing. The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives Representative may request upon at least forty-eight hours’ ' prior written notice to the Company and the Initial Selling Stockholders Company, shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the RepresentativesRepresentative, including, at the option of the RepresentativesRepresentative, through the facilities of The Depository Trust Company (“"DTC”") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives Representative by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ ' prior notice. The To the extent the Representative requests that the Initial Shares be delivered in certificated form and not in book entry form through the facilities of DTC, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativesRepresentative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “"Designated Office”"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” " and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “"Date of Delivery.”"

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive book-entry form, and in such authorized denominations and registered in such names and amounts as the Representatives may request upon at least forty-eight 48 hours’ prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account accounts specified to the Representatives by the Company and each of the Initial Selling Stockholders, upon at least forty-eight 48 hours’ prior notice. The To the extent the Initial Shares are delivered in certificated form and not in book-entry form through the facilities of DTC, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativesXxxxx Fargo Securities, 0000 LLC, 000 Xxxx 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth[ ], if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof 2020 (unless another time and date shall be agreed to by the Representatives and the Company) (the “Closing Date”). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunderhereunder and, to the extent the Initial Shares exist in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ prior notice. The To the extent the Initial Shares exist in definitive form, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativesXxxxxx, Xxxx & Xxxxxxxx, 0000 00xx Xxxxxx XxxxxXxxxxxx Xxxx Xxxx, XxxxxxxxxXxx Xxxxxxx, Xxxxxxxx Xxxxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such the delivery of the Initial Shares and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The closing of the Underwriters’ purchase of the Initial Shares to shall be purchased held at the office of Dechert LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (unless another place shall be agreed upon by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice and the Company). At the closing, subject to the satisfaction or waiver of the closing conditions set forth in this Agreement, payment of the aggregate Purchase Price of the Initial Shares shall be made to the Company and the Initial Selling Stockholders shall be delivered by or on behalf wire transfer of immediately available funds to the bank accounts designated by the Company and the Initial Selling Stockholders against delivery to the Representatives, including, at the option of the Representatives, Representatives through the facilities of The Depository Depositary Trust Company (“DTC”) for the account respective accounts of such Underwriterthe Underwriters of the Initial Shares and Option Shares, against if any, 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 by or on behalf of such Underwriter the aggregate Purchase Price for, the Initial Shares and Option Shares, if any, which it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing for the Initial Shares or Option Shares, if any, to be made available for checking and packaging at least twenty-four hours prior to purchased by any Underwriter whose funds have not been received by the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of but such delivery and payment shall not relieve such Underwriter from its obligations hereunder. Such payment and delivery shall be 9:30 made at 10:00 a.m., New York City time, on the third fifth (fourth, if pricing occurs after 4:30 p.m., New York City time5th) business day after the date hereof (unless another time and date time, not later than ten (10) business days after such date, shall be agreed to by the Representatives and the Company) (the “Closing Date”). The time at which such payment and delivery are actually made is hereinafter sometimes called on the Closing Date referred to herein as the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter Payment of the purchase price therefor for the Initial Shares and the FBR Shares shall be made to the Company by wire transfer of Federal immediately available funds or certified or official bank check payable in federal (same-day) funds to at the account specified to offices of Hunton & Willxxxx, xxcated at 600 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx (xxless another place shall be agreed upon by FBR and the Representatives by the Company and each Company) against delivery of the Initial Selling Stockholders, upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing for the Initial Shares to the Representatives for the respective accounts of the Underwriters and of the FBR Shares to FBR. Such payment and delivery shall be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date time, not later than ten business days after such date, shall be agreed to by the Representatives FBR and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “"Closing Time” and ." At the election of the Representatives made not later than the date of delivery of both this Agreement, certificates for the Initial Shares and Option the FBR Shares is hereinafter sometimes called shall be delivered to the respective “Date Representatives and FBR either (i) in definitive form registered in such names and in such denominations as the Representatives and FBR, as applicable, shall specify or (ii) through the facilities of DeliveryThe Depository Trust Company to accounts specified by the Representatives and FBR, as applicable. For the purpose of expediting the checking by the Representatives of the certificates for the Initial Shares, the Company agrees to make such certificates available to the Representatives for such purpose at least one full business day preceding the Closing Time. If the Representatives and FBR so elect, delivery of the Initial Shares and the FBR Shares may be made by credit through full fast transfer to the accounts at the Depository Trust Company designated by the Representatives and FBR, as applicable.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Initial Selling Stockholders Company, shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of the Initial Selling StockholdersCompany, upon at least forty-eight hours’ prior notice. The To the extent the Representatives request (with reasonable advance notice) that the Initial Shares be delivered in certificated form and not in book entry through the facilities of DTC, the Company will cause the certificates representing the Initial Shares to be made available to the Representatives for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativesFriedman, Billings, Xxxxxx & Co. Inc., 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter Payment of the purchase price therefor for the Initial Shares shall be made to the Company by wire transfer of Federal immediately available funds or certified or official bank check payable in federal (same-day) funds to at the account specified to the Representatives offices of Xxxxxx, Xxxx & Xxxxxxxx LLP located at 0000 XxXxxxxx Xxxxxx, Dallas, Texas 75201 (unless another place shall be agreed upon by the Company Representative and each the Company) against delivery of the Initial Selling Stockholders, upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing for the Initial Shares to the Representative for the respective accounts of the Underwriters. Such payment and delivery shall be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date time, not later than ten business days after such date, shall be agreed to by the Representatives Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called referred to as the “"Closing Time” and ." Certificates for the date of delivery of both Initial Shares shall be delivered to the Representative in definitive form registered in such names and Option in such denominations as the Representative shall specify. For the purpose of expediting the checking of the certificates for the Initial Shares is hereinafter sometimes called by the respective “Date Representative, the Company agrees to make such certificates available to the Representative for such purpose at least one full business day preceding the Closing Time. Notwithstanding the foregoing, if the Representative elects that the delivery to the Underwriters of Deliveryall or a portion of the Initial Shares be effected through the "Full Fast" system of the Depository Trust Company, such that all or a portion of the Initial Shares will be denominated in book-entry form and there will be no certificate therefor, then in lieu of certificates for the Initial Shares, the Company shall deliver to the Company's transfer agent at least 24 hours prior to the Closing Time, instructions in form and substance satisfactory to the Representative, instructing such transfer agent to register such shares through the Full Fast system at the Closing Time.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of the Initial Selling Stockholders, upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing shares of Preferred Stock represented by the Initial Shares to be made available for checking deposited against delivery of depositary receipts (“Depositary Receipts”) to be issued by Continental Stock Transfer & Trust Company, as Depositary, under a Deposit Agreement (the “Deposit Agreement”) among the Company, the Depositary and packaging the holders from time to time of the Depositary Receipts issued thereunder at least twenty-four hours prior to the Closing Time (as defined below) Date of Delivery with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, thereto. Each Depositary Receipt will represent one or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”)more Depositary Shares. The time and date of such delivery and payment shall be at the offices of Xxxxxxx Procter LLP, Exchange Place, Xxxxxx, Xxxxxxxxxxxxx 00000 at 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial the Shares and Option Shares represented by the Depositary Receipts is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter the Underwriters hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives Underwriters may request upon at least forty-eight (48) hours’ prior notice to the Forward Seller (as agent for the Forward Counterparty, with respect to the Borrowed Initial Shares) or the Company (with respect to the Company Initial Shares and the any Company Top-Up Initial Selling Stockholders Shares) shall be delivered by or on behalf of the Company and Forward Seller or the Initial Selling Stockholders Company, as the case may be, to the RepresentativesUnderwriters, including, at the option of the RepresentativesUnderwriters, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriterthe Underwriters, against payment by or on behalf of such Underwriter the Underwriters of the purchase price therefor therefor, with any transfer taxes payable in connection with the sale of the Initial Shares duly paid by the Company, by wire transfer of Federal (same-day) funds to the account specified to the Representatives Underwriters by the Forward Seller (with respect to the Borrowed Initial Shares) or by the Company (with respect to the Company Initial Shares and each of the any Company Top-Up Initial Selling StockholdersShares), in either case, upon at least forty-eight (48) hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking time, date and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date place of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 4:00 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives Underwriters, the Forward Seller and the Company)) at the office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000. The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date Time of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter the Underwriters hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight (48) hours’ prior notice to the Forward Seller (as agent for the Forward Counterparty, with respect to the Borrowed Initial Shares) or the Company (with respect to the Company Initial Shares and the any Company Top-Up Initial Selling Stockholders Shares) shall be delivered by or on behalf of the Company and Forward Seller or the Initial Selling Stockholders Company, as the case may be, to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriterthe Underwriters, against payment by or on behalf of such Underwriter the Underwriters of the purchase price therefor by wire transfer of Federal federal (same-day) funds to the account specified to the Representatives by the Forward Seller (with respect to the Borrowed Initial Shares) or by the Company (with respect to the Company Initial Shares and each of the any Company Top-Up Initial Selling StockholdersShares), in either case, upon at least forty-eight (48) hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking time, date and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representatives, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date place of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 4:00 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives Representatives, the Forward Seller and the Company)) at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of the Initial Selling Stockholders, Stockholders upon at least forty-eight hours’ prior notice. The To the extent the Initial Shares exist in definitive form, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativesXxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, 0000 00xx Xxxxxx Xxxxx000 Xxxxxxxxxxxx Xxx XX, XxxxxxxxxXxxxx 000, Xxxxxxxx Xxxxxxxxxx, X.X. 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third second (fourththird, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”

Initial Shares. The Initial Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight (48) hours’ prior notice to the Company and the Initial Selling Stockholders shall be delivered by or on behalf of the Company and the Initial Selling Stockholders to the Representatives, including, at the option of the Representatives, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company and each of Company, as the Initial Selling Stockholderscase may be, upon at least forty-eight (48) hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be sold by them to be made available for checking and packaging at least twenty-four (24) hours prior to the Closing Time (as defined below) with respect thereto at the office of the RepresentativesXxxxxxxx Chance US LLP, 0000 00 Xxxx 00xx Xxxxxx XxxxxXxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third fifth (fourthsixth, if pricing the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives and the Company). The time and date at which such delivery and payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the respective “Date of Delivery.”