Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 2 contracts

Samples: Underwriting Agreement (VEON Ltd.), Underwriting Agreement (Telenor East Holding II As)

AutoNDA by SimpleDocs

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25[ ], 2017 2012, or at such other time on the same or such other date, not later than October 2September [ ], 2017 2012, as may shall be designated in writing by you. The time and date of such payment are herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Michael Kors Holdings LTD)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by the Selling Shareholder shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25[•], 2017 2024, or at such other time on the same or such other date, not later than October 2[•], 2017 2024, as may shall be designated in writing by youthe Representatives. The Firm ADSs time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior made to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several UnderwritersUnderwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [•], 2024, as shall be designated in writing by the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: Underwriting Agreement (Novelis Inc.), Underwriting Agreement (Novelis Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal funds, denominated in the terms currency in such proportions as specified in Section 4, immediately available in New York City against delivery of this Section 5such Firm Shares for the respective accounts of the several Underwriters at 8:00 a.m., New York City time, on n, 2008. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Sellers in Federal or other funds funds, denominated in U.S. dollars, immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 8:00 a.m., New York City time, on September 25, 2017 or at such other the date specified in the corresponding notice described in Section 4. The time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery and date of such Firm Shares for payment are hereinafter referred to as the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you“Additional Closing Date”. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Additional Closing Date, as the case may be, which date and time may be postponed by agreement among the Representatives and the Sellers. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 2 contracts

Samples: Underwriting Agreement (Consonus Technologies, Inc.), Underwriting Agreement (Consonus Technologies, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each seller shall be made to the Company and Selling Stockholders in accordance with federal funds immediately available in New York City against delivery of such Firm Shares for the terms account of this Section 5the several Underwriters at 10:00 a.m., New York City time, on July 31, 2018, or at such other time on the same or such other date, as shall be designated in writing by you and the Company. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other federal funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2five (5) full business days after the date of delivery of such notice, 2017 as may shall be designated in writing by you. Payment for you and the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youCompany. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: Underwriting Agreement (NOODLES & Co), Underwriting Agreement (Mill Road Capital II, L.P.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in accordance with Federal or other funds immediately available in New York City against delivery of such Shares for the terms account of this Section 5the Underwriter prior to 10:00 a.m., New York City time, on June 15, 2018 or at such other time on the same or such other date as shall be mutually agreed by the Underwriter and the Selling Stockholders. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment The procedures for payment and delivery of the Shares to be sold by each Selling Stockholder shall be as set forth in Schedule I. Subject to the sale of the Shares to the Underwriter in compliance with the terms of this Agreement, payment for the Firm ADSs Repurchase Shares shall be made by the Company to the Selling Shareholder Underwriter in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Repurchase Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the Company at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. as set forth in Schedule I. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several UnderwritersDate. The Purchase Price payable by the Underwriters Underwriter shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters Underwriter in connection with the transfer of the Securities Shares to the Underwriters Underwriter duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: Underwriting Agreement (Iqvia Holdings Inc.), Underwriting Agreement (Canada Pension Plan Investment Board)

Payment and Delivery. Payment of the aggregate Purchase Price for the Firm Securities Shares shall be made to the REIT in accordance with federal or other funds immediately available in New York City against delivery of such Firm Shares to the terms Representatives for the respective accounts of the several Underwriters at 10:00 A.M., New York City time, on the third full business day following the date of this Section 5Agreement, or at such other time on the same or such other date as shall be agreed to in writing by the REIT and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs Additional Shares shall be made to the Selling Shareholder REIT in Federal federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares to the Representatives for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on September 25, 2017 the date specified in the notice described in Section 3 or at such other time on the same or such other date, not later than October 2, 2017 date as may shall be designated agreed to in writing by youthe REIT and the Representatives. Payment for The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The Company will deliver the Firm Shares shall be made and Additional Shares to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date Representatives for the respective accounts of the several Underwriters. The Firm Shares shall be registered Underwriters in such names and in such denominations as you shall request in writing not later than one full business day prior to book-entry form through the Closing Date. The Firm Shares shall be delivered to you facilities of the Depository Trust Company on the Closing Date for or the respective accounts of Option Closing Date, as the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) case may be, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 2 contracts

Samples: Underwriting Agreement (Amb Property Lp), Underwriting Agreement (Amb Property Corp)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Selling Stockholder shall be made to the Selling Stockholder in accordance with Federal or other funds immediately available in Houston, Texas against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., Houston time, on December [ ], 2004. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE." Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholder in Federal or other funds immediately available in New York City Houston, Texas against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City Houston time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 hereof or at such other time on the same or on such other date, in any event not later than October 2December [ ], 2017 2004, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 2 contracts

Samples: Underwriting Agreement (Todco), Underwriting Agreement (Todco)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms account of this Section 5the Underwriter at 10:00 am New York City time on March 7, 2016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts account of the several Underwriters at 10:00 a.m., New York City time, Underwriter on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2the tenth business day thereafter, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter. The Purchase Price payable by the Underwriters Underwriter shall be reduced by (i) any transfer taxes imposed payable, or paid by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf ofof the Underwriter, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters Underwriter duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: Underwriting Agreement (China Biologic Products, Inc.), Underwriting Agreement (WP X Biologics LLC)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Company shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated in writing by the Manager. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for on the respective accounts of date specified in the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2the tenth business day thereafter, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be delivered to you the Manager on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: Underwriting Agreement (Repay Holdings Corp), Underwriting Agreement (Repay Holdings Corp)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [____________], 20[__], or at such other time on the same or such other date, not later than [_________], 20[__], as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[_______], 2017 20[__], as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 2 contracts

Samples: Underwriting Agreement (McAfee Corp.), Underwriting Agreement (McAfee Corp.)

Payment and Delivery. Payment for the Firm Securities Shares to the Selling Stockholders shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on September 25August 28, 2017 2006 or at such other time on the same or such other date, not later than October September 2, 2017 2006, as may shall be designated in writing by youthe Underwriter. Payment for The date and time of the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliatespayment, in its capacity each case, will be referred to as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. “Closing Date.” The Firm ADSs Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs Shares shall be delivered to you the Underwriter on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) their account, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters Underwriter duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit therefor. The Underwriter acknowledges that the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested Shares being delivered by the Selling Shareholder that would have reduced Stockholders will be delivered via book-entry transfer to the imposition Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such transfer taxesShares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (the withholding of such taxes“Designated Office”) on the Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (NRG Energy, Inc.), Underwriting Agreement (NRG Energy, Inc.)

Payment and Delivery. Payment for the Firm Securities shall be made to or upon the order of the Bank by wire transfer payable in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available to an account specified by the Bank on the Closing Date and time set forth in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m.Schedule 1 hereto, New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2the fifth business day thereafter, 2017 as may be reasonably designated by the Representatives in writing writing. The time and date of such payment are herein referred to as the Time of Delivery and such date, the Closing Date. At the Time of Delivery, the Bank shall pay the Underwriters a fee (the Underwriters’ Fee) equal to 0.250% of the aggregate principal amount of each series of the Securities. The parties agree that the Underwriters shall set off the Underwriters’ Fee against a portion of the purchase price payable to the Bank in an amount equal to the Underwriters’ Fee and payment by you. Payment the Underwriters to the Bank in accordance with the above paragraph of the purchase price net of the Underwriters’ Fees shall be full satisfaction of the Underwriters’ obligation to pay the purchase price for the Firm Shares Securities and of the Bank’s obligation to pay the Underwriters’ Fee. Delivery of the Securities shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date Representatives for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to Underwriters against payment by the Closing Date. The Firm Shares shall be delivered to you on several Underwriters through the Closing Date for the respective accounts Representatives of the several Underwriterspurchase price thereof. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer Delivery of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in made through the Purchase Price for transfer or withholding taxes under this Section 5 facilities of The Depository Trust Company unless the Representatives shall otherwise instruct and agree to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesBank.

Appears in 2 contracts

Samples: Underwriting Agreement (Canadian Imperial Bank of Commerce /Can/), Underwriting Agreement (Canadian Imperial Bank of Commerce /Can/)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [ ], 2017, or at such other time on the same or such other date, not later than [ ], 2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[ ], 2017 2017, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date and the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: Underwriting Agreement (Vine Resources Inc.), www.sec.gov

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the Underwriter at 9:00 10:00 a.m., London New York City time, on September 25March 9, 2017 2020, or at such other time on the same or such other date, not later than October 2March 16, 2017 2020, as may shall be designated in writing by youthe Underwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the Underwriter. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several UnderwritersUnderwriter. The Purchase Price payable by the Underwriters Underwriter shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters Underwriter in connection with the transfer of the Securities Shares to the Underwriters Underwriter duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: Underwriting Agreement (Keurig Dr Pepper Inc.), Underwriting Agreement (Maple Holdings B.V.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on , 2012. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares to be sold by each applicable Seller shall be made to the Selling Shareholder each applicable Seller in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2, 2017 2012, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) reduced by any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) subject to any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 2 contracts

Samples: www.sec.gov, Underwriting Agreement (Facebook Inc)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25April 12, 2017 or at such other time on the same or such other date, not later than October 2April 19, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25April 12, 2017 or at such other time on the same or such other date, not later than October 2April 19, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 2 contracts

Samples: Underwriting Agreement (VEON Ltd.), Underwriting Agreement (Telenor East Holding II As)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Company shall be made to the Company by wire transfer of immediately available funds in accordance with Milwaukee, Wisconsin to a bank account designated by the terms Company against delivery of this Section 5such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., Central Time, on [—], 2010, or at such other time on the same or such other date, not later than [—], 2010, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder in Federal or other funds Company by wire transfer of immediately available funds in New York City Milwaukee, Wisconsin to a bank account designated by the Company against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2010, as may shall be designated in writing by youthe Representatives. Payment It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Firm Shares shall be made and the Additional Shares, if any, which it has agreed to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youpurchase. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Richmond Honan Medical Properties Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on January [•], 2014, or at such other time on the same or such other date, not later than January [•], 2014, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares to be sold by each Seller shall be made to the Selling Shareholder to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2014, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Cvent Inc)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [—], 2014, or at such other time on the same or such other date, not later than [—], 2014, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2ten business days after your option to purchase the Additional Shares expires, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Markit Ltd.)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25[_____________], 2017 2006, or at such other time or such other date, not later than [5 BUSINESS DAYS AFTER CLOSING DATE], as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares shall be made to the Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[10 BUSINESS DAYS AFTER EXPIRATION OF OPTION], 2017 as may shall be designated in writing by you. The Firm ADSs shall be registered in time and date of such names and in such denominations payment are hereinafter referred to as you shall request in writing not later than one full business day prior to the Closing Date. "OPTION CLOSING DATE." The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Dresser-Rand Group Inc.

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [●], 2020,1 or at such other time on the same or such other date, not later than [●], 2020,2 as shall be designated in writing by Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”). The time and date of such payment are hereinafter referred to as the “Closing Date.” 1 Insert date 2 business days or, in the event the offering is priced after 4:30 p.m. Eastern Time, 3 business days after date of Underwriting Agreement, unless otherwise agreed to between the Underwriters and the Company. 2 Insert date 5 business days after the date inserted in accordance with preceding footnote. Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2[●], 2017 2020,3 as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding by the Company, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Fusion Pharmaceuticals Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on August [•], 2021, or at such other time on the same or such other date, not later than August [•], 2021, as shall be designated in writing by Xxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2021, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youXxxxxxx. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (TGPX Holdings I LLC)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm ADSs Shares for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on September 25[ ], 2017 or at such other time on the same or such other date, not later than October 2, 2017 date as may shall be designated in writing by youthe Representative. The time and date of such payment are herein referred to as the “Closing Date.” Payment for of the Firm Shares Investment Adviser Payment shall be made to the Selling Shareholder Representative, for the account of the Underwriters, in Federal or other funds immediately available in New York City against delivery of such Firm Shares for to a bank account designated by the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliatesRepresentative at the Closing Date, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 date as may shall be designated in writing by youthe Representative. Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available to a bank account designated by the Company against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [ ], as shall be designated in writing by the Representative, at a purchase price equal to the Public Offering Price less the per share amount of any dividend or other distribution declared by the Company on the Common Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” Payment of the Additional Shares Investment Adviser Payment shall be made to the Representative, for the account of the Underwriters, in Federal or other funds immediately available to a bank account designated by the Representative at the Option Closing Date. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Shares and Additional Shares shall be delivered to you the Representative through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Point Income Co Inc.)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [•], 20111, or at such other time on the same or such other date, not later than [•], 20112 as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 20113, as may shall be designated in writing by youthe Representatives. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates1 The date 3 business days or, in its capacity as the event the offering is priced after 4:30 p.m. Eastern Time (and T+4 settlement agentis deemed to apply to secondary sales), at 9:00 a.m., London time, on September 25, 2017 or at such other time on 4 business days after the same or such other date, not later than October 2, 2017 as may be designated date of the Underwriting Agreement. 2 The date 5 business days after the date inserted in writing by youaccordance with footnote 3. 3 The date 10 business days after the expiration of the green shoe option. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) reduced by any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 treated as satisfied to the extent that such transfer taxes were imposed, or withholding was required, (x) due of any amount withheld and paid over to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or applicable taxing authority as required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Molycorp, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [•], 2021, or at such other time on the same or such other date, not later than [•], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2021, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Applovin Corp)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholders in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [•], 2021, or at such other time on the same or such other date, in any event not later than five business days thereafter, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2ten business days thereafter, 2017 as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Mister Car Wash, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on July 2, 2021, or at such other time on the same or such other date, not later than July 7, 2021, as shall be designated in writing by Xxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2August 12, 2017 2021, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youXxxxxxx. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Bulk Shipping Inc.)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Seller shall be made to the Selling Shareholder each such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25October [•], 2017 2007, or at such other time on the same or such other date, not later than October 2[•], 2017 2007, as may shall be designated in writing by youthe Managers. The time and date of such payment are hereinafter referred to as the “Closing Date”. Payment for any Additional Shares shall be made to the Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [•], 2007, as shall be designated in writing by the Managers. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Shares and Additional Shares shall be delivered to you the Managers on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Affinion Group Holdings, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [ ], 2018, or at such other time on the same or such other date, not later than [ ], 2018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, not later than October 2, 2017 date as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, any event not later than October 2[ ], 2017 as may be designated in writing by you2018. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Sailpoint Technologies Holdings, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on June [ ], 2005, or at such other time on the same or such other date, not later than June [ ], 2005, as shall be designated in writing by Xxxxxx Xxxxxxx and JPMorgan. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder each Seller in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2July [ ], 2017 2005, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youand JPMorgan. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Cogent, Inc.)

Payment and Delivery. Payment for the Firm Securities shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Securities for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on , 2017, or at such other time on the same or such other date, not later than , 2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Securities shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2, 2017 2017, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Securities and Additional Securities shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Securities and Additional Securities shall be delivered to you the Representatives on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the or an Option Closing Date. The Firm Shares shall be delivered to you on , as the Closing Date case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Offered Securities to the Underwriters duly paid and paid, (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholdinglaw, and (biii) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price expenses for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of which the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters are entitled to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesreimbursement pursuant to Section 7 entitled “Expenses”.

Appears in 1 contract

Samples: Underwriting Agreement (China Rapid Finance LTD)

Payment and Delivery. Payment for the Firm Securities Notes to be sold by the Company shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Notes for the terms respective accounts of this Section 5the several Underwriters at the offices of Ropes & Gxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other places as shall be agreed upon by the Representative and the Company at 10:00 a.m. New York City time on March 30, 2021 or at such other time on the same or such other date, not later than March 30, 2021, as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Notes shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Notes for the respective accounts of the several Underwriters at the above-mentioned offices or at such other place as shall be agreed upon the Representative and the Company at 10:00 a.m., a.m. New York City time, time on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, date in any event not later than October 2April 22, 2017 2021 as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentative. The Firm ADSs Notes and Additional Notes shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Notes and Additional Notes shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Horizon Technology Finance Corp)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal (same day funds) by wire transfer to an account at a bank acceptable to the terms Company and the Underwriters, against delivery of this Section 5such Firm Shares for the respective accounts of the several Underwriters at 9:00 a.m., Central Time, on October 12, 2006, or at such other time on the same or such other date, not later than October 19, 2006, as the Underwriters and the Company determine. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City federal (same day funds) by wire transfer to an account at a bank acceptable to the Company and the Underwriters, against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 9:00 a.m., New York City timeCentral Time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2November 6, 2017 2006, as may be designated in writing by you. Payment for the Firm Shares shall be made to Underwriters and the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youCompany determine. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Managers shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Managers on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (California Water Service Group)

Payment and Delivery. Payment for the Firm Securities Notes shall be made to the Fund in accordance Federal or other funds immediately available to a bank account designated by the Fund against delivery of the Notes, with any transfer taxes payable in connection with the terms sale of the Notes duly paid by the Fund, for the respective accounts of the several Underwriters at 10:00 A.M. (New York City time), on the fifth full business day following the date of this Section 5Agreement, or at such other time on the same or such other date determined by agreement between the Fund and the Representative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Notes shall be made to the Selling Shareholder Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm ADSs Additional Notes, with any transfer taxes payable in connection with the sale of the Additional Notes duly paid by the Fund, for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 202[•], as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentative. The Firm ADSs time and date of any such payment for Additional Notes are herein referred to as the “Option Closing Date.” The Notes and Additional Notes shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Notes and Additional Notes shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 1 contract

Samples: Underwriting Agreement (Terra Income Fund 6, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Company shall be made to the Company in accordance with Federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Firm Shares for the terms account of this Section 5the Underwriter. Such payment and delivery shall be made at 10:00 A.M., New York City time, on November 21, 2005, or at such other time on the same day or such other date, not later than November 21, 2005, as shall be designated in writing by you. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available at such place in New York City Los Angeles, California as you shall designate against delivery of such Firm ADSs Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., A.M. New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 1 hereof or at such other time on the same or on such other date, in any event not later than October 2December 20, 2017 2005, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Underwriter, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters Underwriter duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Environmental Power Corp)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available to a bank account designated by the terms Company against delivery of this Section 5such Firm Shares for the respective accounts of the several Underwriters at 10:00 A.M. (New York City time), on June 16, 2021, or at such other time on the same or such other date as shall be designated in writing by the Representative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other datedate as shall be agreed by the Representative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series C Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not later than October 2including, 2017 the Option Closing Date (as may be designated in writing by youdefined below). Payment The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm and Additional Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Shares and Additional Shares shall be delivered to you LTC through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 1 contract

Samples: Share Underwriting Agreement (Eagle Point Credit Co Inc.)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25March 31, 2017 2017, or at such other time on the same or such other date, not later than October 2the fifth business day thereafter, 2017 as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for the Firm Shares any Additional Securities shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Additional Securities for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than October 2the tenth business day thereafter, 2017 as may shall be designated in writing by youthe Manager. The Firm ADSs Securities shall be in definitive form or global form, as specified by the Manager, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Securities and Additional Securities shall be delivered to you the Manager on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the or an Option Closing Date. The Firm Shares shall be delivered to you on , as the Closing Date case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) reduced by any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 treated as satisfied to the extent that such transfer taxes were imposed, or withholding was required, (x) due of any amount withheld and paid over to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or applicable taxing authority as required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Scorpio Tankers Inc.

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [•], 2021, or at such other time on the same or such other date, not later than [•], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2021, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Fogo Hospitality, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in accordance with Federal or other funds immediately available in New York City against delivery of such Shares for the terms account of this Section 5the Underwriter prior to 10:00 a.m., New York City time, on December 4, 2018 or at such other time on the same or such other date as shall be mutually agreed by the Underwriter and the Selling Stockholders. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment The procedures for payment and delivery of the Shares to be sold by each Selling Stockholder shall be as set forth in Schedule I. Subject to the sale of the Shares to the Underwriter in compliance with the terms of this Agreement, payment for the Firm ADSs Repurchase Shares shall be made by the Company to the Selling Shareholder Underwriter in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Repurchase Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the Company at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. as set forth in Schedule I. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several UnderwritersDate. The Purchase Price payable by the Underwriters Underwriter shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters Underwriter in connection with the transfer of the Securities Shares to the Underwriters Underwriter duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Iqvia Holdings Inc.)

Payment and Delivery. Payment for the Firm Securities shall Shares to be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs sold by each Seller shall be made to the Selling Shareholder such Seller in Federal federal or other funds immediately available in New York City against delivery of such Firm ADSs Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25[____________], 2017 or at such other time on the same or such other date, not later than October 2[__________], 2017 as may shall be designated in writing by you. The time and date of such payment are herein referred to as the “Closing Date”. Payment for the Firm any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholder in Federal federal or other funds immediately available in New York City against delivery of such Firm Additional Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25the date specified in the corresponding notice described in Section 3, 2017 or at such other time on the same or on such other date, in any event not later than October 2[________], 2017 as may shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (IntraLinks Holdings, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [ l ] , 2021, or at such other time on the same or such other date, not later than [ l ] , 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[ l ], 2017 2021, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (UserTesting, Inc.)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25[-], 2017 2005, or at such other time on the same or such other date, not later than October 2[-], 2017 2005, as may shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [-], 2005, as shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Premium Standard Farms, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Fund in accordance Federal or other funds immediately available to a bank account designated by the Fund against delivery of the such Firm Shares, with any transfer taxes payable in connection with the terms sale of the Firm Shares duly paid by the Fund, for the respective accounts of the several Underwriters at 10:00 A.M. (New York City time), on the second full business day following the date of this Section 5Agreement, or at such other time on the same or such other date determined by agreement between the Fund and the Representative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Firm ADSs Additional Shares, for the respective accounts of the several Underwriters at 10:00 a.m., A.M. (New York City time), on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2August 11, 2017 2018, as may shall be designated in writing by youthe Representative. Payment The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm and Additional Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Shares and Additional Shares shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 1 contract

Samples: Underwriting Agreement (Saratoga Investment Corp.)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Seller shall be made to the Selling Shareholder such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25[*****], 2017 1998, or at such other time on the same or such other date, not later than October 2[*****], 2017 as may 1998, shall be designated in writing by you. The Firm ADSs time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several U.S. Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [*****], 1998, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The Firm ADSs shall be delivered to you on certificates evidencing the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Del Monte Foods Co)

Payment and Delivery. Payment for the Firm Securities shall Shares to be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs sold by each Seller shall be made to the Selling Shareholder such Seller in Federal federal or other funds immediately available in New York City against delivery of such Firm ADSs Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25[_________], 2017 2011, or at such other time on the same or such other date, not later than October 2[_________], 2017 2011, as may shall be designated in writing by you. The time and date of such payment are herein referred to as the “Closing Date”. Payment for the Firm any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholder in Federal federal or other funds immediately available in New York City against delivery of such Firm Additional Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25the date specified in the corresponding notice described in Section 3, 2017 or at such other time on the same or on such other date, in any event not later than October 2April [__], 2017 2011, as may shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (IntraLinks Holdings, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Selling Shareholder shall be made to the Selling Shareholder in accordance with federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [●], 2018,1 or at such other time on the same or such other date, not later than [●], 2018,2 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder in Federal federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[●], 2017 2018,3 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Hudson Ltd.

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Company shall be made to the Company in accordance with Federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Firm Shares for the terms account of this Section 5the Underwriter. Such payment and delivery shall be made at 10:00 A.M., New York City time, on ____________, 2005, or at such other time on the same day or such other date, not later than _________, 2005, as shall be designated in writing by you. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available at such place in New York City Los Angeles, California as you shall designate against delivery of such Firm ADSs Additional Shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., A.M. New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 1 hereof or at such other time on the same or on such other date, in any event not later than October 2__________, 2017 2005, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts account of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Underwriter, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters Underwriter duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Environmental Power Corp)

Payment and Delivery. Payment for the Firm Securities shall Shares to be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs sold by each Seller shall be made to the Selling Shareholder in Federal or other funds such Seller by wire transfer of immediately available funds in New York City to the account or accounts designated by the Sellers against delivery of such Firm ADSs Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 2011, or at such other time on the same or such other date, not later than October 2, 2017 2011, as may shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for the Firm any Additional Shares shall be made to the each Selling Shareholder in Federal or other funds Stockholder by wire transfer of immediately available funds in New York City to the account or accounts designated by the Selling Stockholders against delivery of such Firm Additional Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2, 2017 2011, as may shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Bonanza Creek Energy, Inc.

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [____________], 2021, or at such other time on the same or such other date, in any event not later than five business days thereafter, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2ten business days thereafter, 2017 as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Mister Car Wash, Inc.)

Payment and Delivery. Payment for the Firm Securities Notes to be sold by the Company shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Notes for the terms respective accounts of this Section 5the several Underwriters at the offices of Exxxxxxxx Xxxxxxxxxx (US) LLP, 1000 0xx Xxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other places as shall be agreed upon by the Representative and the Company at 10:00 a.m. New York City time on December 7, 2022 or at such other time on the same or such other date as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Notes shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Notes for the respective accounts of the several Underwriters at the above-mentioned offices or at such other place as shall be agreed upon by the Representative and the Company at 10:00 a.m., a.m. New York City time, time on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, date in any event not later than October 2December 30, 2017 2022 as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentative. The Firm ADSs Notes and Additional Notes shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Notes and Additional Notes shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Runway Growth Finance Corp.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on [____], 2017, or at such other time on the same or such other date, not later than [____], 2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[____], 2017 2017, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) subject to any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Cloudera, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on August 8, 2022, or at such other time on the same or such other date as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” In addition, payment of the purchase price for the Repurchase Shares shall be made by the Company to the Underwriters in Federal or other funds immediately available in New York City to an account designated by the Representatives against delivery of such Repurchase Shares for the account of the Company at such place as shall be agreed upon by the Representatives and the Company, on the Closing Date. Payment for the Firm ADSs any Additional Shares to be sold by each Selling Stockholder shall be made to the such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2September 7, 2017 2022, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Ecovyst Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Company shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [date], 2021, or at such other time on the same or such other date, not later than [date], 2021, as shall be agreed upon in writing by the Company and Xxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[date], 2017 2021, as may shall be designated agreed upon in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Company and Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youXxxxxxx. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Samsara Inc.)

Payment and Delivery. Payment for the Firm Securities Shares [to be sold by each Seller] shall be made to [the Company] [such Seller] in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [•], 2021, or at such other time on the same or such other date, not later than [•], 2021, as shall be designated in writing by Xxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2021, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Integral Ad Science Holding LLC)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on [•], 2018, or at such other time on the same or such other date, not later than [•], 2018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Company, to the Custodian or to the Selling Shareholder Stockholder, as applicable, for the benefit of the Company and/or Selling Stockholders, as applicable, in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2018, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) subject to any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Sonos Inc)

Payment and Delivery. Payment for of the Firm Securities purchase price for, and delivery of the Notes shall be made in accordance with at the terms offices of Sidley Austin LLP, New York, New York, or at such other place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day following the date of this Section 5. The Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that the overallotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of the Option Notes shall be made at the above-mentioned offices of Sidley Austin LLP, or at such payment are hereinafter referred other place as shall be agreed upon by the Underwriters and the Company on each Date of Delivery as specified in the notice to the Company. The Notes shall be delivered in the form of one or more permanent global securities deposited with the Trustee as custodian for The Depository Trust Company (the “Closing Date.” DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in such global security will be held in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds Company by wire transfer of immediately available in New York City funds to a bank account designated by the Company, against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under certificates for the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior Notes to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price be purchased by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesthem.

Appears in 1 contract

Samples: Underwriting Agreement (Travelcenters of America LLC)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs to be sold by each Seller shall be made to the Selling Shareholder such Seller in Federal U.S. dollars (“Federal”) or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25[●], 2017 2021, or at such other time on the same or such other date, not later than October 2[●], 2017 2021, as may shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm Shares any Optional ADSs shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Optional ADSs for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[●], 2017 2021, as may shall be designated in writing by youthe Representatives. The Firm ADSs and Optional ADSs shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Company will cause the ADRs representing the ADSs to be made available for checking and packaging at least twenty-four hours prior to the Closing Date with respect thereto at the office of DTC or its designated custodian. The Firm ADSs and Optional ADSs shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities ADSs to the Underwriters duly paid and (ii) any withholding of taxes required under by the laws of Bermuda, The Netherlands, Norway Company or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amountShareholders, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesas applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Cian PLC)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs Shares shall be made to the Selling Shareholder in Federal or other funds Company by wire transfer of immediately available funds in New York City to the account or accounts designated by the Company against delivery of such Firm ADSs Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25December 20, 2017 2011, or at such other time on the same or such other date, not later than October 2December 29, 2017 2011, as may shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for the Firm any Additional Shares shall be made to the Selling Shareholder in Federal or other funds Company by wire transfer of immediately available funds in New York City to the account or accounts designated by the Company against delivery of such Firm Additional Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2January 28, 2017 2012, as may shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Bonanza Creek Energy, Inc.

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25the closing date set forth in Schedule II hereto, 2017 or at such other time on the same or such other date, not later than October 2five business days after the closing date set forth in Schedule II hereto, 2017 as may shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than 10 business days after the expiration of the over-allotment option, as shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Andrew Corp)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on April 15, 2016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25the date specified in the corresponding notice described in Section 2, 2017 or at such other time on the same or on such other date, not later than October 2, 2017 date as may be designated in writing by you. Payment for the Firm Shares shall be made to agreed upon by the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for Representatives and the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youCompany. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Spirit Realty Capital, Inc.)

AutoNDA by SimpleDocs

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on , 2012, or at such other time on the same or such other date, not later than , 2012, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the applicable Option Closing Date or at such other time on the same or on such other date, in any event not later than October 2, 2017 2012, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any duly paid transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable required to be paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, amount withheld by the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a withholding obligation imposed on the Underwriters by law in connection with the transfer of the Underwriters with Shares to the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Bazaarvoice Inc)

Payment and Delivery. Payment for the Firm Securities shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Securities for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on May 29, 2020. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Securities shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 hereof or at such other time on the same or on such other date, in any event not later than October 2the tenth business day thereafter, 2017 as may shall be designated in writing by youthe Manager. Payment for the Firm Shares The Securities shall be made to in definitive form or global form, as specified by the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliatesManager, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Securities and Additional Securities shall be delivered to you the Manager on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the or an Option Closing Date. The Firm Shares shall be delivered to you on , as the Closing Date case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) reduced by any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 treated as satisfied to the extent that such transfer taxes were imposed, or withholding was required, (x) due of any amount withheld and paid over to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or applicable taxing authority as required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Scorpio Tankers Inc.)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Seller shall be made to the Selling Shareholder such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25, 2017 or [•],or at such other time on the same or such other date, not later than October 2[•],as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date”. Payment for any Additional Shares shall be made to the Company and to the Custodian for the benefit of the Selling Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 2017 New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [•], as may shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Roku, Inc)

Payment and Delivery. Payment for the Firm Securities shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Securities for the terms respective accounts of this Section 5the several Initial Purchasers at 10:00 a.m., New York City time, on August 8, 2022, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be mutually agreed in writing by the Company and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Securities shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2the second business day thereafter, 2017 as may be designated in writing by youthe Representatives. Payment for the Firm Shares The Securities shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliatesglobal form, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Securities shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchasers, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters Initial Purchasers duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Purchase Agreement (Infinera Corp)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on November 13, 2023, or at such other time on the same or such other date, not later than November 20, 2023, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2December 18, 2017 2023, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding required by law. In addition, subject to the sale of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior Firm Shares by the Selling Shareholders to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters compliance with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement terms of this Agreement) or (y) because , payment of the failure aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested an account specified by the Selling Shareholder that would have reduced the imposition Representatives, against delivery of such transfer taxes, or Repurchase Shares for the withholding account of such taxesthe Company at the Closing Date.

Appears in 1 contract

Samples: CCC Intelligent Solutions Holdings Inc.

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Sellers shall be made to the applicable Sellers in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on September 16, 2019, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by the Firm ADSs applicable Sellers shall be made to the Selling Shareholder applicable Sellers in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 211, 2017 2019, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (BAKER HUGHES a GE Co LLC)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [•], 2013, or at such other time on the same or such other date, not later than [•], 2013, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and the Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2013, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (RE/MAX Holdings, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [ ], 2013, or at such other time on the same or such other date, not later than [ ], 2013 as shall be agreed upon in writing by you and the Selling Shareholders. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[ ], 2017 as may shall be designated agreed upon in writing by you. Payment for the Firm Shares shall be made to you and the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youShareholders. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (PBF Energy Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on September , 2018, or at such other time on the same or such other date, not later than September , 2018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2, 2017 2018, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Docusign Inc)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Selling Stockholders in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [•], 2011, or at such other time on the same or such other date, not later than [•], 2011, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2011, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) reduced by any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 treated as satisfied to the extent of any amount withheld and paid over to the applicable taxing authority as required by law, including, for the avoidance of doubt, with respect to any Selling Stockholder that is not a U.S. person for U.S. federal income tax purposes, any withholding tax imposed on such transfer taxes were imposed, or withholding was required, (x) due to a connection Selling Stockholder by section 1445 of the Underwriters with Internal Revenue Code of 1986, as amended (the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes“Code”).

Appears in 1 contract

Samples: Underwriting Agreement (Molycorp, Inc.)

Payment and Delivery. Payment for the Firm Securities shall Shares to be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs sold by each Seller shall be made to the Selling Shareholder such Seller in Federal or other funds funds, denominated in the currency in which the Public Offering Price was received, immediately available in New York City against delivery of such Firm ADSs Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25____________, 2017 2006, or at such other time on the same or such other date, not later than October 2_________, 2017 2006, as may shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for the Firm any Additional Shares shall be made to the Selling Shareholder Sellers in Federal or other funds immediately available in New York City against delivery of such Firm Additional Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 8:00 a.m., London New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2_______, 2017 2006 as may shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Corel Corp)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder Company in Federal federal or other funds immediately available in New York City against delivery of such Firm ADSs Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on September 25May 5, 2017 2003, or at such other time on the same or such other date, not later than October 2May 10, 2017 2003, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs time and date of such payment are hereinafter referred to as the "CLOSING DATE". In addition, in the event that the Initial Purchasers have exercised their option to purchase any or all of the Option Securities, payment of the purchase price for, and delivery of such Option Securities, shall be made at the above mentioned offices of Shearman & Sterling or at such other place as shall be agreed upon by Morgan Stanley & Co. Incorporated and the Company ox xxx rxxxxxxx date of delivery ("DATE OF DELIVERY") as specified in the notice from Morgan Stanley & Co. Incorporated to the Company. Xxx Xexxxxxxxs shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one two full business day days prior to the Closing DateDate or the Date of Delivery. The Firm ADSs Securities shall be delivered to you on the Closing Date or the Date of Delivery for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchasers, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters Initial Purchasers duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information thattherefore plus accrued interest, if providedany, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection date of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate payment and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesdelivery.

Appears in 1 contract

Samples: Kansas City Southern (Kansas City Southern)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available to a bank account designated by the terms Company against delivery of this Section 5such Firm Shares for the respective accounts of the several Underwriters at 10:00 A.M. (New York City time), on [ ], or at such other time on the same or such other date as shall be designated in writing by the Representative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other datedate as shall be agreed by the Representative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series [ ] Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not later than October 2including, 2017 the Option Closing Date (as may be designated in writing by youdefined below). Payment The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm and Additional Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Shares and Additional Shares shall be delivered to you [ ] through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 1 contract

Samples: Eagle Point Income Co Inc.

Payment and Delivery. Payment for the Firm Securities shall be made to the Company in accordance with Federal or other funds immediately available at the terms offices of this Section 5Cleary, Gottlieb, Xxxxx & Xxxxxxxx in New York City against delivery of such Firm Securities for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on April 6, 2004, or at such other time on the same or such other date, not later than April 13, 2004, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for the Firm ADSs any Additional Securities shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 230 days after the Closing Date, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs time and date of such payment are hereinafter referred to as the “Option Closing Date”. The Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The Firm ADSs Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) Initial Purchasers, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters Initial Purchasers duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Purchase Agreement (On Semiconductor Corp)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on , 2008, or at such other time on the same or such other date, not later than , 2008 [5 business days after date inserted above], as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm any Additional Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Additional Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2, 2017 2008 [10 business days after expiration of over-allotment option], as may shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (Rhino Resources, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Shareholder shall be made to each such Selling Shareholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on December 7, 2023, or at such other date and time as the Representatives, the Company and the Selling Shareholders may agree upon in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares to be sold by each Selling Shareholder shall be made to the each such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other date and time on as the same or such other dateRepresentatives, not later than October 2, 2017 as the Company and the Selling Shareholders may be designated agree upon in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the each applicable Option Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Integral Ad Science Holding Corp.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at [10:00] a.m., New York City time, on [—], 2014, or at such other time on the same or such other date, not later than [—], 2014 as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares to be sold by each Seller shall be made to the Selling Shareholder such Seller in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 [10:00] a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[—], 2017 2014, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Veeva Systems Inc)

Payment and Delivery. The closing date of the sale of the Placement Shares and the OPO Shares if any, to the Underwriters (the "CLOSING DATE") will be [__*__], 2000 at [__*__] ([Paris/New York time]) (the "ORIGINAL CLOSING DATE"), or such later date as shall be designated in writing by you provided that such other date shall not be in any event later than [__*__], 2000, and provided further, that the closing date of the French Public Offering shall not be later than the Original Closing Date without the prior approval of ParisBourse. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs Shares shall be made to the Selling Shareholder Company by the Underwriters (i) with respect to Shares being purchased outside of the United States, in Federal or other Euros immediately available and (ii) with respect to Shares being purchased in the United States, in US federal funds immediately available available, against delivery of _____ Firm Shares for the respective accounts of the several Underwriters' on the Closing Date as defined above. Payment for any Option Shares shall be made to the Company in New York City the same manner against delivery of such Firm ADSs Option Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time or Paris time, as the case may be, on September 25, 2017 the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2_______, 2017 2000 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". Certificates for the Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The Firm ADSs shall be delivered to you on certificates evidencing the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Option Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.with

Appears in 1 contract

Samples: Underwriting Agreement (Atmel Corp)

Payment and Delivery. Payment for Pursuant to the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such Underwriting Agreement, payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs to be sold by each Selling Shareholder shall be made to the such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25[•], 2017 2024, or at such other time on the same or such other date, not later than October 2[•], 2017 2024, as may shall be designated in writing by youthe Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm Shares any Additional ADSs shall be made to the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm Shares Additional ADSs for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2024, as may shall be designated in writing by youthe Representatives. The Firm ADSs and Additional ADSs shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs and Additional ADSs shall be delivered by the Selling Shareholders to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior Pursuant to the Closing Date. The Firm Shares shall be delivered to you on Underwriting Agreement, the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters to a Selling Shareholder shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable Transfer Taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities respect to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesShareholder.

Appears in 1 contract

Samples: Company Support Agreement (Joint Stock Co Kaspi.kz)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 A.M., New York City time, on January 17, 2018, or at such other time on the same or such other date, not later than January 18, 2018, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Company or the Selling Shareholder Shareholder, as applicable, in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.A.M., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2five business days after such date specified in the corresponding notice, 2017 as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding required by law. The Closing Date and any Option Closing Date are each sometimes referred to herein as a “Delivery Date.” Deliveries of taxes required under the laws documents described in Section 6 hereof with respect to the purchase of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there Shares shall be no such reduction in made at the Purchase Price for transfer or withholding taxes under this Section 5 to offices of Xxxxx Xxxxx L.L.P. at One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York City time, on the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, Closing Date or the withholding of such taxesapplicable Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Liberty Oilfield Services Inc.)

Payment and Delivery. Payment for the Firm Securities shall be made to the Company by wire transfer of immediately available funds on February 6, 2007 at 10:00 a.m., New York City time, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in accordance with the terms of this Section 5writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Securities shall be made to the Selling Shareholder in Federal or other funds Company by wire transfer of immediately available in New York City funds against delivery of such Firm ADSs Additional Securities for the respective accounts account of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on September 25, 2017 the Option Closing Date or at such other time on the same or on such other date, in any event not later than October 2the fifth business day thereafter, 2017 as may be designated in writing by you. Payment for the Firm Shares Securities shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery to you or the nominee of such Firm Shares The Depository Trust Company, for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC the Initial Purchasers, of one or one of its affiliatesmore global notes representing the Securities (collectively, in its capacity as settlement agent, at 9:00 a.m., London timethe “Global Note”), on September 25the Closing Date or the applicable Option Closing Date, 2017 or at such other time on as the same or such other datecase may be, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be of the Securities registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on Date or the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the applicable Option Closing Date. The Firm Shares shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) case may be, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters Initial Purchasers duly paid and (ii) any withholding of taxes required under by the laws of BermudaCompany. The Global Note will be made available for inspection by the Initial Purchasers not later than 1:00 p.m., The NetherlandsNew York City time, Norway or any political subdivision or taxing authority thereof or therein; provided that, on the business day prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, Closing Date or the withholding of such taxesOptional Closing Date, as the case may be.

Appears in 1 contract

Samples: Purchase Agreement (Boston Properties LTD Partnership)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at [—] a.m., New York City time, on [—], 2013, or at such other time on the same or such other date, not later than [—], 2013, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by the Firm ADSs Selling Shareholders shall be made to the such Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[—], 2017 2013, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Performant Financial Corp)

Payment and Delivery. Payment for the Firm Securities Shares to the Selling Stockholders shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs shares for the respective accounts account of the several Underwriters Underwriter at 10:00 a.m., New York City time, on September 25August 15, 2017 2006 or at such other time on the same or such other date, not later than October 2August 20, 2017 2006, as may shall be designated in writing by youthe Underwriter. Payment for The date and time of the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliatespayment, in its capacity each case, will be referred to as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. “Closing Date.” The Firm ADSs Shares shall be registered in such names and in such denominations as you the Underwriter shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs Shares shall be delivered to you the Underwriter on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) their account, with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters Underwriter duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit therefor. The Underwriter acknowledges that the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested Shares being delivered by the Selling Shareholder that would have reduced Stockholders will be delivered via book-entry transfer to the imposition Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such transfer taxesShares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (the withholding of such taxes“Designated Office”) on the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (NRG Energy, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on October 3, 2017, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25the date specified in the corresponding notice described in Section 2, 2017 or at such other time on the same or on such other date, not later than October 2, 2017 date as may be designated in writing by you. Payment for the Firm Shares shall be made agreed upon by the Representatives and the Company. The Shares will be delivered to the Selling Shareholder Representatives in Federal or other funds immediately available in New York City against delivery book-entry form through the facilities of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youThe Depository Trust Company (“DTC”). The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Spirit Realty, L.P.)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available to a bank account designated by the terms Company against delivery of this Section 5such Firm Shares for the respective accounts of the several Underwriters at 10:00 A.M. (New York City time), on January 18, 2024, or at such other time on the same or such other date as shall be designated in writing by the Representative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other datedate as shall be agreed by the Representative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series F Term Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not later than October 2including, 2017 the Option Closing Date (as may be designated in writing by youdefined below). Payment The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm and Additional Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Shares and Additional Shares shall be delivered to you Ladenburg through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 1 contract

Samples: Administration Agreement (Eagle Point Credit Co Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on [—], 2015, or at such other time on the same or such other date, not later than [—], 2015, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[—], 2017 2015, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters Underwriters, shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) subject to any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Fitbit Inc)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [ ], 2017, or at such other time on the same or such other date, not later than [ ], 2017, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and each Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2[ ], 2017 2017, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Aquantia Corp)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Company shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on [____________], 2017, or at such other time on the same or such other date, not later than [_________], 2017, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2[_______], 2017 2017, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) subject to any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Cloudera, Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on April 2, 2014, or at such other time on the same or such other date, not later than April 11, 2014, as shall be designated in writing by you and provided to the Company and each Selling Shareholder. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2May 1, 2017 2014, as may shall be designated in writing by you. Payment for the Firm Shares shall be made you and provided to the Company and each Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youShareholder. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Moneygram International Inc)

Payment and Delivery. Payment for the Firm Securities shall Shares to be made in accordance with sold by the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs Selling Shareholder shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25November 14, 2017 2023, or at such other time on the same or such other date, not later than October 2November 14, 2017 2023, as may shall be designated in writing by youXxxxxx Xxxxxxx. Payment for The time and date of such payment are hereinafter referred to as the Firm “Closing Date.” In addition, subject to the sale of the Shares by the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Selling Shareholder Underwriters in Federal or other funds immediately available in New York City funds to an account specified by the Representative, against delivery of such Firm Repurchase Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the Company at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youClosing Date for the Shares. The Firm ADSs Shares shall be registered in such names and in such denominations as you Xxxxxx Xxxxxxx shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you Xxxxxx Xxxxxxx on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: TKO Group Holdings, Inc.

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller (or to accounts otherwise designated by such Seller and agreed to by the Underwriters) in accordance with Federal or other funds immediately available in Chicago against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., Central Time, on October __, 2010 or at such other time on the same or such other date as shall be agreed to by the parties hereto in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares to be sold by each Selling Shareholder shall be made to the such Selling Shareholder (or to accounts otherwise designated by such Selling Shareholder and agreed to by the Underwriters) in Federal or other funds immediately available in New York City Chicago against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City timeCentral Time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2November __, 2017 2010, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm ADSs Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Shares shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Vera Bradley, Inc.

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on October [__], 2006, or at such other time on the same or such other date, not later than November [ ], 2006, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2December [ ], 2017 2006, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm any Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (NightHawk Radiology Holdings Inc)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [·], 2020, or at such other time on the same or such other date, not later than the tenth business day thereafter, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2the tenth business day thereafter, 2017 as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Casper Sleep Inc.)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on May 3, 2021, or at such other time on the same or such other date as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares to be sold by each Selling Stockholder shall be made to the such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October June 2, 2017 2021, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Underwriting Agreement (PQ Group Holdings Inc.)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Seller shall be made to the Selling Shareholder such Seller by wire transfer in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL respective accounts of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, the several Underwriters at 9:00 10:00 a.m., London New York City time, on September 25January [ ], 2017 2006, or at such other time on the same or such other date, not later than October 2January [ ], 2017 2006, as may shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Shares to be sold by a Seller shall be made to such Seller by wire transfer in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [ ], 2006, as shall be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) , with any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding paid, against payment of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxestherefor.

Appears in 1 contract

Samples: Alpha Natural Resources, Inc.

Payment and Delivery. Payment for the Firm Securities Shares to be sold by the Company shall be made to the Company, and payment for the Firm Shares to be sold by the Selling Shareholders shall be made to the Custodian for the benefit of the Selling Shareholders, in accordance with each case, in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at approximately 10:00 a.m., New York City time, on May 10, 2017, or at such other time on the same or such other date, not later than May 17, 2017, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Custodian for the benefit of the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than October 2June 16, 2017 2017, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any non-refundable transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: GoDaddy Inc.

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [____________], 2021, or at such other time on the same or such other date, not later than [_________], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Company and the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[_______], 2017 2021, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Stevanato Group S.p.A.)

Payment and Delivery. Payment for the Firm Securities Shares shall be made to the Company in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at [•] [a./p.m.], New York City time, on [•], 2021, or at such other time on the same or such other date, not later than [•], 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Company in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m.[•] [a./p.m.], New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than October 2[•], 2017 2021, as may shall be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by youRepresentatives. The Firm ADSs Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date. The Firm ADSs shall be delivered to you on , as the Closing Date for the respective accounts of the several Underwriterscase may be. The Firm Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable duly paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxesUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (iFit Health & Fitness Inc)

Payment and Delivery. Payment for the Firm Securities Shares to be sold by each Seller shall be made to such Seller in accordance with Federal or other funds immediately available in New York City against delivery of such Firm Shares for the terms respective accounts of this Section 5the several Underwriters at 10:00 a.m., New York City time, on [—], 2014, or at such other time on the same or such other date, not later than [—], 2014, as shall be designated in writing by you and the Company. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs any Additional Shares shall be made to the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm ADSs Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than October 2[—], 2017 2014, as may be designated in writing by you. Payment for the Firm Shares shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 9:00 a.m., London time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. The Firm ADSs shall be registered in such names Shares and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Firm ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Securities Shares to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxeslaw.

Appears in 1 contract

Samples: Underwriting Agreement (Zayo Group Holdings, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.