Purchase Sale and Delivery of Offered Securities Clause Example with 276 Variations from Business Contracts
This page contains Purchase Sale and Delivery of Offered Securities clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the R...epresentatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York time, on December 21, 2016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and the Representatives, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.View More
Variations of a "Purchase Sale and Delivery of Offered Securities" Clause from Business Contracts
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, agree, severally and not jointly, to purchase from the Company, each Selling Stockholder, at a purchase price of $20.96250 $35.67 per share, the respective that number of Firm Offered Securities (rounded up or down, as determi...ned by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Offered Securities set forth opposite the names name of such Selling Stockholder in Schedule A hereto by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Offered Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under the Custody Agreements. Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in Schedule A hereto. the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. This paragraph shall not apply to the Onex Selling Stockholders or to Offered Securities owned by any Onex Selling Stockholders. The Company Onex Selling Stockholders and the Custodian will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives each Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) each Underwriter drawn to the order of Spirit AeroSystems Holdings, Inc., as Custodian, in the Company, case of 145,517 shares of Offered Securities, Onex Partners LP, in the case of 4,722,828 shares of Offered Securities, OAH Wind LLC, in the case of 2,233,180 shares of Offered Securities, Wind EI II LLC, in the case of 137,646 shares of Offered Securities, Onex US Principals LP, in the case of 48,155 shares of Offered Securities and Onex Spirit Co-Invest LP, in the case of 1,269,829 shares of Offered Securities at the office of Cravath, Swaine Cahill Gordon & Moore Reindel LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., 9:00 a.m., New York time, on December 21, 2016, August 13, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriters and the Company and the Representatives, determine, such time being herein referred to as the "First Closing "Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm The Offered Securities 10 so to be delivered will be made through available for checking at the facilities office of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given Cahill Gordon & Reindel LLP at least 24 hours prior to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Date. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a 4,200,000 shares of the Offered Securities. The purchase price of $20.96250 per share, payable by the respective number of Firm Underwriter for the Offered Securities is set forth opposite the names ...of the Underwriters in Schedule A hereto. The Company will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters Barclays in a form reasonably acceptable to the Representatives Barclays against payment of the purchase price by the Underwriters Barclays in Federal (same day) funds by a wire transfer to an account at a bank specified designated by the Company (and and reasonably acceptable to the Representatives) Barclays drawn to the order of the Company, Company at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, New York at 10:00 9:00 A.M., New York time, on December 21, 2016, May 4, 2015 or at such other time not later than seven full business days thereafter as shall be agreed upon by Barclays and the Company and the Representatives, determine, such time being herein referred to as the "First Closing "Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery The Offered Securities to be so delivered or evidence of the Firm Securities their issuance will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid available for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, checking at the above office of Cravath, Swaine Latham & Moore LLP. Delivery of Watkins LLP at least 24 hours prior to the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company Selling Stockholder agrees to sell to the several Underwriters, Underwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, such Selling Stockholder, at a purchase price of $20.96250 $23.81 per share, the respective that number of Firm Offered Securities set forth opposite the names name of the Under...writers such Selling Stockholder in Schedule A attached hereto. The Company Selling Stockholder will deliver the Firm Offered Securities to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Underwriter drawn to the order of the Company, Selling Stockholder, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., a.m., New York time, on December 21, 2016, September 18, 2017 or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriter and the Company and the Representatives, determine, such time being herein referred to as the "First Closing "Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Offered Securities will shall be made through the facilities of the DTC unless the Representatives Underwriter shall otherwise instruct. In addition, upon written notice from Each of the Representatives given Company and the Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible 13 for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company from time to time not more than 30 days subsequent to or the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold Selling Stockholder with respect thereto. Any review by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Optional Securities will Underwriter and shall not be made through the facilities on behalf of the DTC unless Company or the Representatives shall otherwise instruct. Selling Stockholder. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters Selling Stockholder agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, each Selling Stockholder, at a purchase price of $20.96250 $23.75 per share, the respective that number of Firm Offered Securities set forth opposite the ...names name of the Underwriters such Selling Stockholder in Schedule A attached hereto. The Company Selling Stockholders will deliver the Firm Offered Securities to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Underwriter drawn to the order of each of the Company, Selling Stockholders in the case of the number of shares of Offered Securities set forth opposite the name of such Selling Stockholder in Schedule A attached hereto, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., a.m., New York time, on December 21, 2016, August 19, 2015 or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriter and the Company and the Representatives, determine, such time being herein referred to as the "First Closing "Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Offered Securities will shall be made through the facilities of the DTC unless the Representatives Underwriter shall otherwise instruct. In addition, upon written notice from Each of the Representatives given Company and the Selling Stockholders acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Selling Stockholders with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company from time to time not more than 30 days subsequent to or the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold Selling Stockholders with respect thereto. Any review by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Optional Securities will Underwriter and shall not be made through the facilities on behalf of the DTC unless Company or the Representatives shall otherwise instruct. Selling Stockholders. 13 4. Offering by Underwriter. It is understood that the Underwriter proposes to offer the Offered Securities for sale to the public as set forth in the Final Prospectus. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, Selling Stockholders agree, severally and not jointly, to sell to the Underwriter the number of Offered Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, and the Underwriter agrees to purchase from the Company, Selling Stockholders, at a purchase ...price of $20.96250 $4.7763 per share, the respective number of Firm such Offered Securities. The Offered Securities set forth opposite the names will be delivered by or on behalf of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities Selling Stockholder to or as instructed by the Representatives Underwriter through the book-entry facilities of DTC for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives its account(s) against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Underwriter drawn to the order of the Company, applicable Selling Stockholder at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 9:00 A.M., New York time, on December 21, 2016, the third business day after the date of this Agreement, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company Underwriter and the Representatives, Selling Stockholders determine, such time being herein referred to as the "First Closing Date." "Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold on such date pursuant to the offering. Delivery The Offered Securities to be delivered or evidence of the Firm Securities their issuance will be made through available for checking at the facilities offices of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given K&L Gates LLP at 925 Fourth Avenue, Suite 2900, Seattle, Washington 98104-1158, at least 24 hours prior to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Date. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, Underwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a Company the Firm Stock. The purchase price per share to be paid by the Underwriter to the Company for the Firm Stock will be $3.75 per share (the "Purchase ...Price"). The Company is advised by you that the Underwriter intends (i) to make a public offering of $20.96250 per share, the respective number Firm Stock as soon after the effective date of this Agreement as in its judgment is advisable and (ii) initially to offer the Firm Securities Stock upon the terms set forth opposite in the names of Prospectus. The Underwriter may from time to time increase or decrease the Underwriters in Schedule A hereto. public offering price after the initial public offering to such extent as it may determine. The Company will deliver the Firm Securities Stock to or BTIG through the facilities of The Depository Trust Company, issued in such names and in such denominations as instructed BTIG may direct by the Representatives for the accounts of the several Underwriters notice in a form reasonably acceptable writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date, against payment of the aggregate purchase price therefor, as determined pursuant to the immediately preceding paragraph, by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn BTIG payable to the order of the Company, Company at the office offices of Cravath, Swaine & Moore Goodwin Procter LLP, 825 The New York Times Building, 620 Eighth Avenue, New York, NY 10019, New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at January 31, 2020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First "Closing Date". The Closing Date (if later than and the otherwise applicable settlement date) shall be location of delivery of, and the settlement date for form of payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of for, the Firm Securities will Stock may be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to varied by agreement between the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters and BTIG. 13 BTIG may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities. Such notice Optional Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters BTIG the number of shares of Optional Securities Stock specified in such the written notice delivered by BTIG to the Company described below and the Underwriters agree, severally and not jointly, BTIG agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears Optional Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the total number date of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time prior to the exercise of such right upon notice by the Representatives BTIG to the Company. Each The option granted hereby may be exercised by written notice being given to the Company by BTIG setting forth the number of shares of the Optional Closing Date shall Stock to be determined purchased by the Representatives Underwriter and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and, with respect to any Optional Stock delivered pursuant to a written notice given after the Closing Date, shall in no event be not earlier than three (3) business days nor later than five full (5) business days after such written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the "Closing Dates." The Company will deliver the Optional Securities being purchased Stock to BTIG through the facilities of The Depository Trust Company or, at the election of BTIG, issued in such names and in such denominations as BTIG may direct by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters notice in a form reasonably acceptable writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price for such Optional Securities aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn BTIG payable to the order of the Company, Company at the above office offices of Cravath, Swaine & Moore LLP. Delivery Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, New York. Time shall be of the Optional Securities will be made through essence, and delivery at the facilities time and place specified pursuant to this Agreement is a further condition of the DTC unless obligations of BTIG. The Option Closing Date and the Representatives shall otherwise instruct. location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and BTIG. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, Underwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a Company the Firm Stock. The purchase price per share to be paid by the Underwriter to the Company for the Firm Stock will be $4.10 per share (the "Purchase ...Price"). The Company is advised by you that the Underwriter intends (i) to make a public offering of $20.96250 per share, the respective number Firm Stock as soon after the effective date of this Agreement as in its judgment is advisable and (ii) initially to offer the Firm Securities Stock upon the terms set forth opposite in the names of Prospectus. The Underwriter may from time to time increase or decrease the Underwriters in Schedule A hereto. public offering price after the initial public offering to such extent as it may determine. 13 The Company will deliver the Firm Securities Stock to or BTIG through the facilities of The Depository Trust Company, issued in such names and in such denominations as instructed BTIG may direct by the Representatives for the accounts of the several Underwriters notice in a form reasonably acceptable writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date, against payment of the aggregate purchase price therefor, as determined pursuant to the immediately preceding paragraph, by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn BTIG payable to the order of the Company, Company at the office offices of Cravath, Swaine & Moore Goodwin Procter LLP, 825 The New York Times Building, 620 Eighth Avenue, New York, NY 10019, New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at February 2, 2018, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First "Closing Date". The Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment Company and BTIG. For the purpose of funds covering any over-allotments in connection with the distribution and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery sale of the Firm Securities will be made through Stock as contemplated by the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters BTIG may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities. Such notice Optional Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters BTIG the number of shares of Optional Securities Stock specified in such the written notice delivered by BTIG to the Company described below and the Underwriters agree, severally and not jointly, BTIG agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears Optional Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the total number date of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time prior to the exercise of such right upon notice by the Representatives BTIG to the Company. Each The option granted hereby may be exercised by written notice being given to the Company by BTIG setting forth the number of shares of the Optional Closing Date shall Stock to be determined purchased by the Representatives Underwriter and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and, with respect to any Optional Stock delivered pursuant to a written notice given after the Closing Date, shall in no event be not earlier than three (3) business days nor later than five full (5) business days after such written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the "Closing Dates." The Company will deliver the Optional Securities being purchased Stock to BTIG through the facilities of The Depository Trust Company or, at the election of BTIG, issued in such names and in such denominations as BTIG may direct by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters notice in a form reasonably acceptable writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price for such Optional Securities aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn BTIG payable to the order of the Company, Company at the above office offices of Cravath, Swaine & Moore LLP. Delivery Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, New York. Time shall be of the Optional Securities will be made through essence, and delivery at the facilities time and place specified pursuant to this Agreement is a further condition of the DTC unless obligations of BTIG. The Option Closing Date and the Representatives shall otherwise instruct. location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and BTIG. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell to the several Underwriters, each Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, each Selling Stockholder, at a purchase price of $20.96250 $24.00 per share, the respective that number of Firm Offered Securities (rounded... up or down, as determined by the Underwriters in their discretion, in order to avoid fractions) obtained by multiplying the number of Offered Securities set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule A hereto. hereto, by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Offered Securities. The Company Custodian and AEA EWT Holdings LP, as applicable, will deliver the Firm Offered Securities to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank the accounts specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, Custodian and AEA EWT Holdings LP, as applicable, at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., 9:00 a.m., New York time, on December 21, 2016, February 11, 2021, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriters and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." "Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of The Custodian and AEA EWT Holdings LP, as applicable, shall deliver the Firm Offered Securities will be made through the facilities of the DTC unless the Representatives Underwriters shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice The Custodian and AEA EWT Holdings LP, as applicable, shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Offered Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives Underwriters shall otherwise instruct. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, agree, severally and not jointly, to purchase from the Company, each Selling Stockholder, at a purchase price of $20.96250 $32.31 per share, the respective that number of Firm Offered Securities (rounded up or down, as determi...ned by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Offered Securities set forth opposite the names name of such Selling Stockholder in Schedule A hereto by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Offered Securities. Subject to the sale of the Offered Securities by the Selling Shareholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters agree to sell to the Company, and the Company agrees to purchase from the Underwriters, 4,000,000 shares of the Securities (such shares representing the "Repurchased Shares" defined in Section 2(a)(xv) of this Agreement) at a purchase price of $32.31 per share. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under the Custody Agreements. Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in Schedule A hereto. the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. This paragraph shall not apply to the Onex Selling Stockholders or to Offered Securities owned by any Onex Selling Stockholders. The Company Onex Selling Stockholders and the Custodian will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives each Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) each Underwriter drawn to the order of Spirit AeroSystems Holdings, Inc., as Custodian, in the Company, case of 168,351 shares of Offered Securities, Onex Partners LP, in the case of 4,491,709 shares of Offered Securities, OAH Wind LLC, in the case of 2,123,895 shares of Offered Securities, Wind EI II LLC, in the case of 130,910 shares of Offered Securities, Onex US Principals LP, in the case of 45,799 shares of Offered Securities and Onex Spirit Co-Invest LP, in the case of 1,207,687 shares of Offered Securities at the office of Cravath, Swaine Cahill Gordon & Moore Reindel 10 LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., 9:00 a.m., New York time, on December 21, 2016, June 10, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriters and the Company and the Representatives, determine, such time being herein referred to as the "First Closing "Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm The Offered Securities so to be delivered will be made through available for checking at the facilities office of Cahill Gordon & Reindel LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. Closing Date. In addition, upon written notice from the Representatives given subject to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Offered Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to compliance with the Representatives against terms of this Agreement, payment of the purchase price for such Optional Securities by the Underwriters Repurchased Shares shall be made at the Closing Date in Federal (same day) funds by wire transfer to an account at a bank specified designated in writing by the Company (and acceptable Underwriters against delivery to the Representatives) drawn to Company of certificates for the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Repurchased Shares. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company Selling Stockholder agrees to sell to the several Underwriters, each Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, Selling Stockholder, at a purchase price of $20.96250 $25.00 per share, the respective number of Firm Offered Securities set forth opposite the names name of the Underwriters such... Underwriter in Schedule A hereto. 11 The Company Selling Stockholder will deliver the Firm Offered Securities to or as instructed by the Representatives each Underwriter for the accounts of the several Underwriters each Underwriter in a form reasonably acceptable to the Representatives such Underwriter, against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) such Underwriter drawn to the order of the Company, Selling Stockholder, at the office of Cravath, Swaine Cahill Gordon & Moore Reindel LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 9:00 A.M., New York time, on December March 21, 2016, 2019, or at such other time not later than seven full business days thereafter as shall be agreed upon by each Underwriter and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." "Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery The Offered Securities so to be delivered or evidence of the Firm Securities their issuance will be made through available for checking at the facilities office of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given Cahill Gordon & Reindel LLP at least one Business Day prior to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Date. View More
