Grouped Into 33 Collections of Similar Clauses From Business Contracts
This page contains Payment and Delivery clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Payment and Delivery. On May 12, 2017 or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the "Payment Date"), Dealer shall pay to Company, to the account specified in Section 7 hereof, in immediately available funds cash in an amount to be agreed separately by Company and Dealer (the "Cash Settlement Amount").
Payment and Delivery. On May 12, 2017 or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the "Payment "Delivery Date"), Dealer Company shall pay deliver to Company, Dealer, to the account specified in Section 7 hereof, in immediately available funds cash in an amount a number of Shares to be agreed separately by Company and Dealer (the "Cash "Share Settlement Amount").
Payment and Delivery. Payment of the purchase price for, and delivery of, the Firm Shares shall be made at the time and date of closing and delivery of the documents required to be delivered to the Underwriters pursuant to this Agreement, which shall be at 9:00 a.m., Eastern Time, on the third business day after the date of this Agreement or at such other time and date as the Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, at the offices of Pepper Hamilton LLP, The New York T...imes Building, 620 Eighth Avenue, New York, NY 10018. Such time and date are referred to herein as the "Closing Date." On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Underwriters may request at least one (1) business day before the Closing Date, to the Underwriters, which delivery shall be made through the facilities of the Depository Trust Company's DWAC system. 17 4. Option to Purchase Optional Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, subject to the terms and conditions herein set forth, the Underwriters are hereby granted an option by the Company to purchase all or any part of the Optional Shares (the "Over-allotment Option"). The purchase price per share to be paid for the Optional Shares shall be the Purchase Price. The Over-allotment Option granted hereby may be exercised by the Representative on behalf of the Underwriters as to all or any part of the Optional Shares at any time and from time to time within 30 days after the date of the Prospectus. No Underwriter shall be under any obligation to purchase any Optional Shares prior to an exercise of the Over-allotment Option. (b) The Over-allotment Option granted hereby may be exercised by the Representative on behalf of the Underwriters by giving notice to the Company by a letter sent by registered or certified mail, postage prepaid, telex, telegraph, telegram or facsimile (such notice to be effective when received), addressed as provided in Section 13 hereof, setting forth the number of Optional Shares to be purchased, the date and time for delivery of and payment for the Optional Shares and stating that the Optional Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such notice is given at least two full business days prior to the Closing Date, the date set forth therein for such delivery and payment shall be not earlier than the Closing Date. If such notice is given after such two full business day period, the date set forth therein for such delivery and payment shall be a date selected by the Representative not later than five full business days after the exercise of the Over-allotment Option. The date and time set forth in such a notice is referred to herein as an "Option Closing Date," and a closing held pursuant to such a notice is referred to herein as an "Option Closing." Upon each exercise of the Over-allotment Option, and on the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Underwriters shall become severally, but not jointly, obligated to purchase from the Company the number of Optional Shares specified in each notice of exercise of the Over-allotment Option. (c) Payment of the purchase price for, and delivery of, the Optional Shares shall be made be at 9:00 a.m., Eastern Time, on the Option Closing Date and shall take place at the offices of Pepper Hamilton LLP, The New York Times Building, 620 Eighth Avenue, New York, NY 10018. On the Option Closing Date, the Company shall deliver the Optional Shares, which shall be registered in the name or names and shall be in such denominations as the Underwriters may request at least one (1) business day before the Option Closing Date, to the Underwriters, which delivery shall be made through the facilities of the Depository Trust Company's DWAC system.View More
Payment and Delivery. Payment The Firm Shares shall be electronically issued in registered book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") and shall be delivered by the Company through the facilities of DTC for the account of the Underwriter against payment by the Underwriter of the purchase price for, therefore by wire transfer of immediately available funds to the account set forth on Schedule V hereto (with all costs and delivery of, expenses ...incurred by the Underwriter in connection with such settlement in immediately available funds, including, but not limited to, interest or cost 15 of funds and expenses, to be borne by the Company). The closing of the sale and purchase of the Firm Shares shall be held at the offices of Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, NY 10174-0700. Such payment and delivery will be made at the time and date of closing and delivery of the documents required to be delivered to the Underwriters pursuant to this Agreement, which shall be at 9:00 10:00 a.m., Eastern Time, New York City time, on the third business day after the date of this Agreement or at such other time and date as the Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, Act or at such other time on the offices of Pepper Hamilton LLP, The New York Times Building, 620 Eighth Avenue, New York, NY 10018. same or such other date as shall be agreed upon by the Company and the Underwriter. Such time and date are referred to herein as the "Closing Date." On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Underwriters may request at least one (1) business day before the Closing Date, to the Underwriters, which delivery shall be made through the facilities of the Depository Trust Company's DWAC system. 17 4. Option to Purchase Optional Shares. (a) For the purposes of covering any over-allotments over-allotments, if any, in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, subject to the terms and conditions herein set forth, the Underwriters are Underwriter is hereby granted an option by the Company to purchase all or any part of the Optional Shares (the "Over-allotment Option"). Option"), subject to the limitations, if applicable, of General Instruction I.B.6 of Form S-3. The purchase price per share to be paid for the Optional Shares shall be the Purchase Price. Offering Price less the Underwriting Discounts and Commissions shown on the cover page of the Prospectus. The Over-allotment Option granted hereby may be exercised by the Representative on behalf of the Underwriters Underwriter as to all or any part of the Optional Shares at any time and from time to time within 30 days after the date of the Prospectus. No The Underwriter shall not be under any obligation to purchase any Optional Shares prior to an exercise of the Over-allotment Option. (b) Option, if any. The Over-allotment Option granted hereby may be exercised by the Representative on behalf of the Underwriters Underwriter by giving notice to the Company by a letter sent by registered or certified mail, postage prepaid, telex, telegraph, telegram telegram, email or facsimile (such notice to be effective when received), addressed as provided in Section 13 12 hereof, setting forth the number of Optional Shares to be purchased, the date and time for delivery of and payment for the Optional Shares and stating that the Optional Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such notice is given at least two full business days prior to the Closing Date, the date set forth therein for such delivery and payment shall be not earlier than the Closing Date. If such notice is given after such two full business day period, the date set forth therein for such delivery and payment shall be a date selected by the Representative Underwriter not later than five full business days after the exercise of the Over-allotment Option. The date and time set forth in such a notice is referred to herein as an "Option Closing Date," and a closing held pursuant to such a notice is referred to herein as an "Option Closing." Upon each exercise of the Over-allotment Option, and on the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall become severally, but not jointly, obligated to purchase from the Company the number of Optional Shares specified in each notice of exercise of the Over-allotment Option. (c) Payment The Optional Shares shall be issued in registered book-entry form in such denominations and registered in the name of the nominee of DTC or in such names as the Underwriter may request upon at least 48 hours' prior notice to the Company, and shall be delivered by the Company through the facilities of DTC for the account of the Underwriter, against payment by the Underwriter of the purchase price for, therefore by wire transfer of immediately available funds to such accounts designed in Schedule V (with all costs and delivery of, 16 expenses incurred by the Underwriter in connection with such settlement in immediately available funds, including, but not limited to, interest or cost of funds and expenses, to be borne by the Company). The closing of the sale and purchase of the Optional Shares shall be held at the offices of Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174-0700. Such payment and delivery will be made be at 9:00 10:00 a.m., Eastern Time, New York City time, on the Option Closing Date and shall take place at (if such date is other than the offices of Pepper Hamilton LLP, The New York Times Building, 620 Eighth Avenue, New York, NY 10018. On the Option Closing Date, the Company shall deliver the Optional Shares, which shall be registered in the name or names and shall be in such denominations as the Underwriters may request at least one (1) business day before the Option Closing Date, to the Underwriters, which delivery shall be made through the facilities of the Depository Trust Company's DWAC system. Date). View More
Payment and Delivery. Payment of the Purchase Price for the Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Notes for the account of the Initial Purchasers at 10:00 a.m., New York City time, on September 12, 2013, or at such other time on the same or such other date, as shall hereafter be agreed upon by the Company and the Initial Purchasers. The time and date of such payment are hereinafter referred to as the "Closing Date." Delivery of the... Notes shall be made through the facilities of The Depository Trust Company ("DTC") pursuant to its Full-Fast Delivery Program unless the Initial Purchasers shall otherwise instruct, and Notes sold by the Initial Purchasers in reliance on Rule 144A or Regulation S shall be represented by one or more global certificates.View More
Payment and Delivery. Payment of the Purchase Price for the Notes shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Notes for the account of the Initial Purchasers at 10:00 a.m., A.M., New York City time, on September 12, 2013, December 9, 2016, or at such other time on the same or such other date, as shall hereafter be agreed upon by the Company and the Initial Purchasers. The time and date of such payment are hereinafter referred to as the "Closin...g Date." 8 Delivery of the Notes shall be made through the facilities of The Depository Trust Company ("DTC") pursuant to its Full-Fast Delivery Program unless the Initial Purchasers shall otherwise instruct, and Notes sold by the Initial Purchasers in reliance on Rule 144A or Regulation S shall be represented by one or more global certificates. View More
Payment and Delivery. (a) Payment for the Notes will be made by the Purchaser by delivery, by the Purchaser to the Company for cancellation, of $1,250,000,000.00 in aggregate principal amount of the Company's 8.097% Senior Reset Notes due 2021 (the "2021 Notes") and $1,250,000,000.00 in aggregate principal amount of the Company's 8.195% Senior Reset Notes due 2022 (the "2022 Notes"; such 2021 Notes and 2022 Notes to be delivered by the Purchaser to the Company for cancellation, the "Purchaser Exchange Notes") held by... the Purchaser on April 30, 2018 (the "Closing Date") by which the Purchaser shall be deemed to have paid the purchase price for the Notes in an amount of $2,500,000,000.00 and shall not be required to advance the principal amount of the Notes in such amount (i.e., so that there is no movement of cash from the Purchaser to the Company with respect to the Purchaser's obligations pursuant to the purchase of the Notes). On the Closing Date, the Company will deliver to the Trustee, for the account of the Purchaser, one or more definitive certificates evidencing the 2026 Notes and the 2028 Notes. 3 (b) The payment for and delivery of the Notes pursuant to clause (a) of this Section 2 will occur at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, at 10:00 AM, New York City time. Interest on the Notes will accrue from and after the Closing Date. (c) The Company shall duly pay any transfer taxes payable in connection with the sale of the Notes to the Purchaser by the Company. The Purchaser shall be responsible for any transfer taxes due on any subsequent resales of the Notes.View More
Payment and Delivery. (a) Payment for (i) the 2022 Notes, (ii) the 2025 Notes and (iii) the Initial 2027 Notes (collectively, the "First Closing Notes") will be made by the Purchaser by (x) wire transfer of $500,000,000.00 (the "First Installment Amount") in immediately available funds to the account(s) specified by the Company to the Purchaser on April 27, 2017 (the "Pre-Closing Date") and (y) delivery, by the Purchaser to the Company for cancellation, of $1,250,000,000.00 in aggregate principal amount of the Compan...y's 8.097% 6.288% Senior Reset Notes due 2021 2019 (the "2021 "2019 Notes") and $1,250,000,000.00 in aggregate principal amount of the Company's 8.195% 6.366% 3 Senior Reset Notes due 2022 2020 (the "2022 "2020 Notes"; such 2021 2019 Notes and 2022 2020 Notes to be delivered by the Purchaser to the Company for cancellation, the "Purchaser Exchange Notes") held by the Purchaser on April 30, 2018 28, 2017 (the "Closing "First Closing Date") by which the Purchaser shall be deemed to have paid the purchase price for the First Closing Notes in an amount of $2,500,000,000.00 and shall not be required to advance the principal amount of the First Closing Notes in such amount (i.e., so that there is no movement of cash from the Purchaser to the Company with respect to the Purchaser's obligations pursuant to the purchase of the Notes). First Closing Notes, except in respect of the First Installment Amount). On the Pre-Closing Date, the Company will deliver to the Trustee, for the account of the Purchaser, one or more definitive certificates evidencing such part of the 2022 Notes equaling the First Installment Amount. On the First Closing Date, the Company will deliver to the Trustee, for the account of the Purchaser, one or more definitive certificates evidencing the 2026 2022 Notes, the 2025 Notes and the 2028 Initial 2027 Notes less the First Installment Amount. (b) Payment for and delivery of the Subsequent 2027 Notes will be made on September 18, 2017 (the "Second Closing Date") by wire transfer of $500,000,000.00 in immediately available funds to the account(s) specified by the Company to the Purchaser, against delivery by the Company to the Trustee, for the account of the Purchaser, of one or more definitive certificates evidencing the Subsequent 2027 Notes. 3 (c) The time and date of each payment and delivery in accordance with the clauses (a) and (b) The of this Section 2 is referred to as a "Closing Date," and each such payment for and delivery of the applicable Notes pursuant to clause (a) of this Section 2 will occur at the offices of Fried, Frank, Harris, Shriver Latham & Jacobson Watkins LLP, One New York Plaza, New York, New York 10004, 355 S. Grand Avenue, Los Angeles, California 90071, at 10:00 AM, New York City time. Interest on the Notes will accrue from and after the Closing Date. (c) relevant issuance date. (d) The Company shall duly pay any transfer taxes payable in connection with the sale of the Notes to the Purchaser by the Company. The Purchaser shall be responsible for any transfer taxes due on any subsequent resales of the Notes. View More
Payment and Delivery. Payment of the purchase price for the Notes shall be made to the Company by Federal Funds wire transfer, against delivery of the Notes to you through the facilities of the Depository Trust Company ("DTC") for the respective accounts of the Underwriters. The Notes shall be delivered in the form of one or more permanent global securities deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in such global security will be held in bo...ok-entry form through DTC, except in the limited circumstances described in the Prospectus. Such payment and delivery shall be made at 10:00 A.M., New York City time, on February 12, 2018 (unless another time shall be agreed to by you or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the "time of purchase." For purposes of this Agreement, 3:25 P.M., New York City time, on February 8, 2018 shall be referred to as the "time of sale." Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Notes shall be made at 9:00 A.M., New York City time, at such 4 location(s) as shall be agreed upon by you and the Company on the date of the closing of the purchase of the Notes.View More
Payment and Delivery. Payment of the purchase price for the Initial Notes shall be made to the Company by Federal Funds wire transfer, against delivery of the Initial Notes to you through the facilities of the Depository Trust Company ("DTC") for the respective accounts of the Underwriters. The Initial Notes shall be delivered in the form of one or more permanent global securities deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in such global sec...urity will be held in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Such payment and delivery shall be made at 10:00 A.M., New York City time, on February 12, 2018 18, 2016 (unless another time shall be agreed to by you or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are 5 actually made is hereinafter sometimes called the "time of purchase." For purposes of this Agreement, 3:25 5:00 P.M., New York City time, on February 8, 2018 10, 2016 shall be referred to as the "time of sale." Payment of the purchase price for the Option Notes shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Initial Notes. The Option Notes shall be delivered in the form of one or more permanent global securities deposited with the Trustee as custodian for 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. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Notes shall be made at 9:00 A.M., New York City time, at such 4 location(s) as shall be agreed upon by you and the Company on the date of the closing of the purchase of the Notes. Initial Notes or the Option Notes, as the case may be. View More
Payment and Delivery. (a) The Securities to be purchased severally by each Underwriter hereunder, registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), shall be delivered through the facilities of DTC by or on behalf of the Company to you, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer to an account designated by the Company, payable to the order of the Company in Federal (same-day) funds. The ...time and date of such delivery and payment shall be 9:00 a.m., New York City time, on December 1, 2021 or such other time and date as you and the Company may agree upon in writing. Such time and date are herein called the "Closing Date". 7 (b) The documents to be delivered at the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 6 hereof, will be delivered electronically through the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 on the Closing Date. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.View More
Payment and Delivery. (a) The Securities to be purchased severally by each Underwriter hereunder, registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), shall be delivered through the facilities of DTC by or on behalf of the Company to you, for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer to an account designated by the Company, payable to the order of the Company in Federal (same-day) funds. The ...time and date of such delivery and payment shall be 9:00 9:30 a.m., New York City time, on December 1, 2021 March 2, 2015 or such other time and date as you and the Company may agree upon in writing. Such time and date are herein called the "Closing Date". 7 (b) The documents to be delivered at the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 6 hereof, will be delivered electronically through at the offices of Davis Polk Milbank, Tweed, Hadley & Wardwell McCloy LLP, 450 Lexington Avenue, 1 Chase Manhattan Plaza, New York, New York 10017 NY 10005 (the "Closing Location") on the Closing Date. A meeting will be held at the Closing Location at 9:30 a.m., New York City time, on the New York Business Day next preceding the Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. View More
Payment and Delivery. Payment for the Firm Units shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Units for the respective accounts of the 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 agreed upon in writing by the Company and Morgan Stanley. The time and date of such payment are hereinafter referred to as the "Closing Date." Pay...ment for any Additional Units shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Units 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 [●], 2021 as shall be designated in writing by Morgan Stanley. The Firm Units and Additional Units shall be registered in such names and in such denominations as Morgan Stanley 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 Units and Additional Units shall be delivered to Morgan Stanley on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the Underwriters duly paid, against payment of the Purchase Price therefor.View More
Payment and Delivery. Payment for the Firm Units shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Units for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●], December 17, 2021, or at such other time on the same or such other date, not later than [●], December 27, 2021, as shall be agreed upon in writing by the Company and Morgan Stanley. The time and date of such payment are hereinafter referred to ...as the "Closing Date." Payment for any Additional Units shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Units 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 [●], February 11, 2021 as shall be designated in writing by Morgan Stanley. The Firm Units and Additional Units shall be registered in such names and in such denominations as Morgan Stanley 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 Units and Additional Units shall be delivered to Morgan Stanley on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the Underwriters duly paid, against payment of the Purchase Price therefor. View More
Payment and Delivery. Payment for the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Securities through the facilities of DTC for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 16, 2021, or at such other time on the same or such other date, no later than three business days after the date of this Agreement as the Underwriters and the Company may agree upon in writing. ...The time and date of such payment are hereinafter referred to as the "Closing Date." The Securities shall be transferred electronically and registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date. The Securities shall be delivered through the facilities of DTC.View More
Payment and Delivery. Payment for the Securities shall be made to the Company by the wire transfer of immediately available funds to the order of the Company against delivery of such Securities through the facilities of DTC for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 16, 2021, January 20, 2022, or at such other time on the same or such other date, no later than three business days after the date of this Agreement as the Underwriters and the Company may agree... upon in writing. The time and date of such payment are hereinafter referred to as the "Closing Date." The Securities shall be transferred electronically and registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date. The Securities shall be delivered through the facilities of DTC. View More
Payment and Delivery. Settlement for sales of the Shares through the Agent as sales agent for the Company or to an Agent acting as principal pursuant to Section 2 will occur on the second business day that is also a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent (each such day, a "Settlement Date"). On each Settlement Date, such Shares shall be delivered by the Company to the Agent in book-entry form to the Agent's account at The ...Depository Trust Company against payment by the Agent of the Net Proceeds from the sale of such Shares in immediately available funds by wire transfer delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares to the Agent on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. The applicable Net Proceeds on any Settlement Date shall always be delivered substantially simultaneously with the Shares delivered by the Company.View More
Payment and Delivery. Settlement for sales of the Shares through the Agent as sales agent for the Company or to an Agent acting as principal pursuant to Section 2 will occur on the second business day that is also a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and Company, the Agent and, if applicable, the Forward Purchaser (each such day, a "Settlement Date"). On each Settlement Date, Date for the sale of Shares through the Agent as sales ag...ent for the Company or to an Agent acting as principal (each such day, a "Direct Settlement Date"), such Shares shall be delivered by the Company to the Agent in book-entry form to the Agent's account at The Depository Trust Company against payment by the Agent of the Net Proceeds from the sale of such Shares in immediately available funds by wire transfer delivered to an account designated by the Company. On each date of settlement for the sale of Forward Hedge Shares through the Agent as forward seller pursuant to Section 2(a)(ii) hereof (each such day, a "Forward Settlement Date"), such Shares shall be delivered by the Forward Purchaser to the Agent in book-entry form 29 to the Agent's account at The Depository Trust Company against payment by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Forward Purchaser. If the Company shall default on its obligation to deliver Shares to the Agent on any Direct Settlement Date, Date (not including, for the avoidance of doubt, any Forward Hedge Shares intended to be borrowed and delivered by the Forward Purchaser under a Confirmation on a Forward Settlement Date), the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. The applicable Net Proceeds on any Direct Settlement Date shall always be delivered substantially simultaneously with the Shares delivered by the Company. Company or the Forward Purchaser, as the case may be. View More
Payment and Delivery. Payment for the Firm Shares and the Warrants shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on June 22, 2020, or at such other time on the same or such other date, not later than June 29, 2020, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Paym...ent 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 July 31, 2020, as shall be designated in writing by you. The Firm Shares and the 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 of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Share Purchase Price therefor. 14 The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the business day prior to the Closing Date. The Warrants will be made available for inspection by the Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at the Public Warrant Offering Price, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company's obligation to deliver such Warrants to the Underwriters; provided that the Underwriters shall withhold the difference between the Public Warrant Offering Price and the Warrant Purchase Price with respect to such Warrants as an offset against the payment owed by the Underwriters to the Company with respect to the Firm Shares hereunder. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Underwriters agree to make payment to the Company for such Warrants at a price per Warrant equal to the Warrant Purchase Price; provided, however, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement at a price per share of Common Stock equal to the Share Purchase Price.View More
Payment and Delivery. Payment for the Firm Shares and the Warrants Underwritten Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Underwritten Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on June 22, 2020, December 20, 2021, or at such other time on the same or such other date, not later than June 29, 2020, December 20, 2021, 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 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 July 31, 2020, January 7, 2022, as shall be designated in writing by you. 18 The Firm Shares and the 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 of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Share Purchase Price therefor. 14 The Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the business day prior to the Closing Date. The Warrants will be made available for inspection by the Representatives on the business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at the Public Warrant Offering Price, a purchase price of $17.4999 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company's obligation to deliver such Warrants to the Underwriters; provided that that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no event later than the Closing Date) pay $1.05 per Warrant to the Underwriters shall withhold by wire transfer in immediately available funds to the difference between the Public Warrant Offering Price and the Warrant Purchase Price with respect to such Warrants as an offset against the payment owed account specified by the Underwriters to the Company with respect to the Firm Shares hereunder. Representatives. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Underwriters agree to make payment to the Company for such Warrants at a price per Warrant equal to the Warrant Purchase Price; provided, however, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriters under this Agreement at a price per share of Common Stock equal to the Share Purchase Price. Agreement. View More
