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.
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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, and
each of the Underwriters
agrees, agree, severally and not jointly, to purchase from the
Company, at a purchase price of $20.96250 per share, Company the respective number of
shares of Firm
Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto.
12 The... purchase price per share to be paid by the Underwriters to the Company for the Stock will be $11.75 per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time at least one full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor 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 Representatives payable to the order of the Company, all at the office offices of Cravath, Swaine & Moore Goodwin Procter LLP, 825 Eighth Avenue, New York, NY 10019, 601 Marshall Street, Redwood City, CA 94063. 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 each 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 March 8, 2019, 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 and the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Representatives. 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 the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Securities. Stock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter's name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and fractions). The option granted hereby may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale exercised as to all or any part of the Firm Securities. Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of 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 written notice by the Representatives to the Company. Each Optional Closing Date shall The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriters 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 shall in no event be not earlier than two (2) business days nor later than five full (5) business days after 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 by the Underwriters Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, at least one 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 Representatives payable to the order of the Company, all at the above office offices of Cravath, Swaine & Moore LLP. Delivery Goodwin Procter LLP, 601 Marshall Street, Redwood City, CA 94063. 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 each Underwriter hereunder. 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 the Representatives. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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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, and
each of the Underwriters
agrees, agree, severally and not jointly, to purchase from the Company,
at a purchase price the aggregate principal amount of
$20.96250 per share, the respective number of Firm Initial Securities set forth opposite the names of the Underwriters in Schedule
A... hereto. I hereto at a price equal to 97% of the principal amount thereof (the "Purchase Price") plus accrued interest, if any, from November 12, 2019 to the Closing Date. The Company will deliver to the Firm Underwriters one or more certificates representing the Initial Securities and the Optional Securities (collectively, the "Global Note"), as the case may be, in definitive form, registered in such names and in such denominations as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date or the Option Closing Date, as instructed the case may be, against payment by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price thereof by the Underwriters in Federal (same day) immediately available federal funds by a bank wire transfer to an such bank account at a bank specified by or accounts as the Company (and acceptable shall 20 designate to the Representatives) drawn Representative. The Global Note in definitive form shall be made available to the order of the Company, Underwriters for inspection at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York time, on December 21, 2016, or at 12670 High Bluff Drive, San Diego, California (or such other time not later than seven full business days thereafter place as shall may be agreed upon to by the Company and the Representatives, such time being herein referred to Representative) not later than 10:00 a.m., New York time, one business day immediately preceding the Closing Date or Option Closing Date (as defined below), as the "First Closing Date." For purposes of Rule 15c6-1 under case may be. Securities to be represented by one or more definitive global securities in bookentry form will be deposited on the Exchange Act, the First Closing Date (if later than or the otherwise applicable settlement date) shall be Option Closing Date, as the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery case may be, by or on behalf of the Firm Securities will be made through Company, with the facilities Depository Trust Company ("DTC") or its designated custodian and registered in the name of Cede & Co, as nominee of DTC. On the basis of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given representations and warranties contained in this Agreement, and subject to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, its terms and conditions, the Underwriters may purchase all or less than all of the Optional Securities solely to cover over-allotments, if any, at the purchase price per Security Purchase Price plus accrued interest, if any, from November 12, 2019 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 Option Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). (as defined below). The Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such the written notice delivered by Morgan Stanley to the Company described below and the Underwriters agree, severally and not jointly, to purchase such aggregate principal amount of Optional Securities. Such principal amount of Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number principal amount of shares of Firm Initial Securities set forth opposite such Underwriter's name on Schedule I bears to the total number aggregate principal amount of shares of Firm Initial Securities (subject to adjustment by the Representatives Morgan Stanley to eliminate fractions) and Securities in denominations other than $1,000). The option granted hereby may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale exercised as to all or any part of the Firm Securities. Optional Securities at any time, and from time to time, no later than the thirtieth (30th) calendar day after the date of this Agreement solely to cover over-allotments, if any. No Optional Securities shall be sold or and delivered unless the Firm Initial 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 prior to the exercise of such right upon written notice by the Representatives Representative to the Company. Each Optional Closing Date shall The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives Representative setting forth the aggregate principal amount of the Optional Securities to be purchased by the Representative and the date and time for delivery of and payment for the Optional Securities. Each date and time for delivery of and payment for the Optional Securities (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Company will deliver Option Closing Date and the Optional Securities being purchased by Closing Date are herein called the Underwriters to or as instructed by the Representatives for the accounts of the "Closing Dates." The several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth 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. Prospectus.
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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, and
each of the Underwriters
agrees, agree, severally and not jointly, to purchase from the
Company, at a purchase price of $20.96250 per share, Company the respective number of
shares of Firm
Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto. The
pu...rchase price per share to be paid by the Underwriters to the Company for the Stock will be $10.152 per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time at least one full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor 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 Representatives payable to the order of the Company, all at the office offices of Cravath, Swaine & Moore Goodwin Procter LLP, 825 Eighth Avenue, New York, NY 10019, 135 Commonwealth Drive, Menlo Park, CA 94025. 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 each 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 1, 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 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 and the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Representatives. 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 the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Securities. Stock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter's name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and fractions). The option granted hereby may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale exercised as to all or any part of the Firm Securities. Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of 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 written notice by the Representatives to the Company. Each Optional Closing Date shall 13 The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriters 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 shall in no event be not earlier than two (2) business days nor later than five full (5) business days after 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 by the Underwriters Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, at least one 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 Representatives payable to the order of the Company, all at the above office offices of Cravath, Swaine & Moore LLP. Delivery Goodwin Procter LLP, 135 Commonwealth Drive, Menlo Park, CA 94025. 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 each Underwriter hereunder. 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 the Representatives. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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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, and
each of the Underwriters
agrees, agree, severally and not jointly, to purchase from the
Company, at a purchase price of $20.96250 per share, Company the respective
number numbers of shares of Firm
Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto
.... The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $1.344 per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in 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 purchase price aggregate Purchase Price therefor 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 payable to the order of the Company, Company for the Firm Stock sold by the Company for the Firm Stock sold by it 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 10018. 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 each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, August 16, 2016, or at 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 the Representative. 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 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 the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representative to the Company described below 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 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 Representative to the Company. Each Optional Closing Date shall The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters 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) 14 is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after 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 by Stock to the Underwriters to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in 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 Represenative 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 10018. 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 each Underwriter hereunder. 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 the Representive. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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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, 98.50% of the principal amount, the respective
number principal amounts of
Firm Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company wil
...l 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 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) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine 10 Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, New York 10017, at 10:00 9:00 A.M., New York time, on December 21, 2016, March 23, 2017, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives 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 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 Davis Polk & Moore LLP. Delivery of Wardwell 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.
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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, 98.50% of the principal amount, the respective
number principal amounts of
Firm Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company wil
...l 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 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) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine 10 Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, New York 10017, at 10:00 9:00 A.M., New York time, on December 21, 2016, August 9, 2017, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives 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 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 Davis Polk & Moore LLP. Delivery of Wardwell 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.
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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, 99.125% of the principal amount thereof plus accrued interest, if any, from November 14, 2014 to the Closing Date, the respective
number principal amounts of
Firm Offered Securities 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 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) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, 10017, at 10:00 9:30 A.M., New York time, on December 21, 2016, November 14, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives 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 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.
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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, 97.575% of the principal amount, the respective
number principal amounts of
Firm Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company wi
...ll 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 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) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, New York 10017, at 10:00 9:00 A.M., New York time, on December 21, 2016, September 16, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives 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 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 Davis Polk & Moore LLP. Delivery of Wardwell LLP at least 24 hours prior to the Optional Closing Date. 11 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities will be made through for sale to the facilities of public as set forth in the DTC unless the Representatives shall otherwise instruct. Final Prospectus.
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Purchase Sale and Delivery of Offered Securities.
(a) 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, and
each of the Underwriters
agrees, agree, severally and not jointly, to purchase from the Company,
the number of Firm Shares set forth opposite the name of such Underwriter in Schedule IV hereto at a purchase price of
$20.96250 $23.625 per
share, the respective number of Firm Secu...rities set forth opposite the names of the Underwriters in Schedule A hereto. share (the "Purchase Price"). (b) The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable Shares to the Representatives Underwriters through the facilities of The Depository Trust Company, issued in such names and in such denominations as the Underwriters may direct by notice in writing to the Company given at or prior to 12:00 p.m., New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor 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 designated and payable to the order of the Company, Company. Time shall be of the essence, and delivery at the office time and place specified pursuant to this Agreement is a further condition of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, the obligations of the Underwriters hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., a.m., New York time, on December 21, 2016, or at February 19, 2014. 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 Shares may be varied by agreement between the settlement date for payment Company and the Representative. (c) 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 Shares 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 may purchase all or less than all of the Optional Securities at the purchase Option Shares. The price per Security share to be paid for the Firm Securities. Such notice Option Shares 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 the number of shares of Optional Securities Option Shares specified in such the written notice delivered by the Underwriters to the Company described below 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 Option Shares. The option granted hereby may be exercised as to all or any part of the Option Shares 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 Option Shares shall be sold or and delivered unless the Firm Securities Shares previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Option Shares 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 Underwriters to the Company. Each Optional Closing Date shall (d) The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives Underwriters setting forth the number of shares of the Option Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Shares. Each date and time for delivery of and payment for the Option Shares (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the "Closing Dates". (e) The Company will deliver the Optional Securities being purchased by Option Shares to the Underwriters to or through the facilities of The Depository Trust Company, issued in such names and in such denominations as instructed the Underwriters 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 p.m., 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 Underwriters payable to the order of the Company, Company. Time shall be of the essence, and delivery at the above office of Cravath, Swaine & Moore LLP. Delivery time and place specified pursuant to this Agreement is a further condition of the Optional Securities will be made through the facilities obligations of the DTC unless Underwriters hereunder. The Option Closing Date and the Representatives shall otherwise instruct. location of delivery of, and the form of payment for, the Option Shares may be varied by agreement between the Company and the Underwriters. 13 The Company is advised by the Underwriters that the Underwriters intend (i) to make a public offering of the Firm Shares as soon after the effectiveness of this Agreement as in the Underwriters' judgment is advisable and (ii) initially offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriters may determine.
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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, and
each of the Underwriters
agrees, agree, severally and not jointly, to purchase from the
Company, at a purchase price of $20.96250 per share, Company the respective
number numbers of shares of Firm
Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto
.... The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $[ ] per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in 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 purchase price aggregate Purchase Price therefor 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 Representatives payable to the order of the Company, all at the office offices of Cravath, Swaine Morgan, Lewis & Moore Bockius LLP, 825 Eighth 101 Park Avenue, New York, NY 10019, 10178. 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 each 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 [ ], 201[ ], 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 the Representatives. 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 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 the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Securities. Stock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter's name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and fractions). The option granted hereby may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale exercised as to all or any part of the Firm Securities. Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of 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 written notice by the Representatives to the Company. Each Optional Closing Date shall 18 The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriters 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 shall in no event be not earlier than two (2) business days nor later than five full (5) business days after 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 by the Underwriters Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to through the Representatives facilities of The Depository Trust Company, 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 Representatives payable to the order of the Company, all at the above office offices of Cravath, Swaine Morgan, Lewis & Moore LLP. Delivery Bockius LLP, 101 Park Avenue, New York, NY 10178. 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 each Underwriter hereunder. 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 the Representatives. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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