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 subject to the terms and conditions set forth herein, the
Company Selling Stockholder agrees to sell to the several Underwriters,
the Firm Securities, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Selling Stockholder, at a purchase price of
$20.96250 $28.32 per share, the respective number
of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A he
...reto. 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 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, At 9:00 am (Central time) on December 21, 2016, February 6, 2013, or at such other time not later than seven full business days thereafter as shall be agreed upon by Credit Suisse and the Company and the Representatives, such determine (such time being herein referred to as the "First Closing Date." Date"), the Selling Stockholder will deliver the Firm Securities to the Representatives at the office of Latham & Watkins LLP, Houston, Texas (the "Closing Location"), counsel for the Underwriters, or through the facilities of DTC, in either case for the accounts of the several Underwriters, against payment of the purchase price therefor by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Selling Stockholder to the Representatives prior to 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 this Agreement. A meeting will be held at the offering. Delivery Closing Location at or about 5:00 p.m., New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the Firm Securities documents to be delivered pursuant to this Agreement will be made through available for review 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 parties hereto. 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 Securities, upon written notice shall set from Credit Suisse given to the Selling Stockholder and the Company setting forth (i) the aggregate number of shares of Optional Shares to be sold by the Company Securities as to which the Underwriters are exercising the option and (ii) the time, date time and place at which the such Optional Shares Securities 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"). delivered. The Company Selling Stockholder agrees to sell to the 10 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 Credit Suisse 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. fractions). 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 Credit Suisse to the Company. Selling Stockholder. 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 Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. given to the Selling Stockholder and the Company. The Company Selling Stockholder will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives at the office of Latham & Watkins LLP, Houston, Texas, counsel for the Underwriters, or through the facilities of DTC, in either case for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price for such Optional Securities therefor by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified designated by the Company (and acceptable Selling Stockholder to the Representatives) drawn Representatives prior to each such Optional Closing Date. A meeting will be held at the order Closing Location at or about 5:00 p.m., New York City time, on the business day next preceding such Optional Closing Date, at which meeting the final drafts of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities documents to be delivered pursuant to this Agreement will be made through available for review by the facilities of the DTC unless the Representatives shall otherwise instruct. parties hereto.
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Purchase Sale and Delivery of Offered Securities.
(a) Purchase of Offered Securities. On the basis of the
representations, representations and warranties
and agreements herein contained, and subject to the terms and conditions
herein set
forth herein, forth, the Company agrees to
issue and sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a
purchase price of
$20.96250 $[ ] per
share, unit of Offered Securities (which price reflects the
... respective underwriting discount specified in Section [ ] below) (the "Purchase Price"), that number of Firm Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver opposite the name of such Underwriter. (b) Payment and Delivery of Firm Securities. Delivery of the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the applicable purchase price by the Underwriters in Federal (same day) federal funds by a wire transfer to an account at a bank specified designated by the Company (and acceptable to shall be made at 10:00 a.m., New York City time, on the Representatives) drawn to third Business Day following the order effective date (the "Effective Date") of the Company, at Registration Statement (as defined below) (or 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, fourth Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such other time not later than seven full business days thereafter and place as shall be agreed upon by the Company Representative and the Representatives, such time being herein referred to as Company. The hour and date of delivery and payment for the Firm Securities is called the "First Closing Date." For purposes (c) Purchase 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 Option Securities. Upon notice from the Representatives Representative given to the Company from time to time not more than 30 45 days subsequent to the date of the Final Prospectus, Prospectus (as defined below) the Underwriters may purchase all or less than all of the Optional Securities up to an additional [ ] Shares and/or [ ] Warrants (the "Option Securities") at the a purchase price of $[ ] per Security to be paid for Share and $0.0092 per Warrant (which reflects 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"). underwriting discount specified in Section 3(a)(ii)). The Company agrees to sell to the Underwriters the number of shares of Optional Option Securities (Shares and/or Warrants) 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 Option Securities. No Optional Option 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 Option Securities or any portion potion thereof (the "Over-allotment Option") may be exercised from time to time and and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. The Underwriters will be under no obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, facsimile transmission or electronic mail setting forth the number of Option Securities to be purchased. Each Optional time for the delivery of and payment for the Option Securities, being referred to herein as the "Option Closing Date," which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Representative but shall be not no later than five full business days Business Days after the after written notice of the election to purchase Optional Securities exercise the Over-allotment Option is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts (d) Payment and Delivery of Option Securities. Delivery of the several Underwriters Option Securities in a form reasonably acceptable to the Representatives Representative against payment of the applicable purchase price for such Optional Securities by the Underwriters in Federal (same day) federal funds by wire transfer to an account at a bank specified designated by the Company (and acceptable shall be made on each Option Closing Date to or as instructed by the Representatives) drawn to Representative for the order accounts 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. several Underwriters.
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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 I hereto.
The ...purchase price per share to be paid by the Underwriters to the Company for the Stock will be $3.102 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 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, Company. Time shall be of the essence, and delivery at the office time and place specified pursuant to this Agreement is a further 14 condition of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, 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 January 27, 2017, 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 Representatives. 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 Stock, provided that such shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such 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 I bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) fractions). The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in 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 Stock. 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 (subject to the proviso in the first sentence of this paragraph) 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 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 or, at the election of the Representatives, 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 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, 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 obligations of each Underwriter hereunder. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Securities will Stock may be made through varied by agreement between the facilities of Company and the DTC unless Representatives. The several Underwriters propose to offer the Representatives shall otherwise instruct. 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, Selling Stockholders agree, severally and not jointly, to
sell to the Underwriter, and the Underwriter agrees to purchase from the
Company, Selling Stockholders, at a purchase price of
$20.96250 $64.54 per share,
the respective that number of Firm Securities set forth opposite
the thei...r respective names of the Underwriters in Schedule A hereto. The Company hereto under the caption "Number of Firm Securities Offered". 13 Each of the Selling Stockholders will deliver the Firm 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 for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company (and acceptable to the Representatives) Underwriter, drawn to the order of the Company, such Selling Stockholder, at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 811 Main Street Suite 3700, Houston, Texas 77002, at 10:00 9:00 A.M., New York time, on December 21, 2016, November 17, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company Selling Stockholders and the Representatives, Underwriter, 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 Underwriter shall otherwise instruct. In addition, upon written notice from the Representatives Underwriter given to the Company Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter 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 shares of Optional Shares Securities to be sold by the Company Selling Stockholders as to which the Underwriters are Underwriter is exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", 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 Selling Stockholders agree, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase such the Optional Securities. Such Any Optional Securities shall be purchased from such Selling Stockholder for the account of each the Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's Selling Stockholder's name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by the Representatives Underwriter in its discretion 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. fractions). 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 Underwriter to the Company. Selling Stockholders. Each Optional Closing Date shall be determined by the Representatives Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Each of the Selling Stockholders will deliver the Optional Securities being purchased by the Underwriters Underwriter on each Optional Closing Date 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 for such Optional Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company (and acceptable to the Representatives) Underwriter, drawn to the order of the Company, such Selling Stockholder, at the above office of Cravath, Swaine Latham & Moore Watkins LLP. Delivery The delivery of the any Optional Securities will be made through the facilities of the DTC unless the Representatives Underwriter 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, Selling Stockholders agree, severally and not jointly, to
sell to the Underwriter, and the Underwriter agrees to purchase from the
Company, Selling Stockholders, at a purchase price of
$20.96250 $75.44 per share,
the respective that number of Firm Securities set forth opposite
the thei...r respective names of the Underwriters in Schedule A hereto. The Company hereto under the caption "Number of Firm Securities Offered". 13 Each of the Selling Stockholders will deliver the Firm 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 for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company (and acceptable to the Representatives) Underwriter, drawn to the order of the Company, such Selling Stockholder, at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 811 Main Street Suite 3700, Houston, Texas 77002, at 10:00 9:00 A.M., New York time, on December 21, 2016, September 23, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company Selling Stockholders and the Representatives, Underwriter, 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 Underwriter shall otherwise instruct. In addition, upon written notice from the Representatives Underwriter given to the Company Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter 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 shares of Optional Shares Securities to be sold by the Company Selling Stockholders as to which the Underwriters are Underwriter is exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", 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 Selling Stockholders agree, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase such the Optional Securities. Such Any Optional Securities shall be purchased from such Selling Stockholder for the account of each the Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's Selling Stockholder's name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by the Representatives Underwriter in its discretion 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. fractions). 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 Underwriter to the Company. Selling Stockholders. Each Optional Closing Date shall be determined by the Representatives Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Each of the Selling Stockholders will deliver the Optional Securities being purchased by the Underwriters Underwriter on each Optional Closing Date 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 for such Optional Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company (and acceptable to the Representatives) Underwriter, drawn to the order of the Company, such Selling Stockholder, at the above office of Cravath, Swaine Latham & Moore Watkins LLP. Delivery The delivery of the any Optional Securities will be made through the facilities of the DTC unless the Representatives Underwriter 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 Selling Securityholder agrees to sell
the Firm Securities to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Selling Securityholder, at a purchase price of
$20.96250 $16.72 per share, the respective number of
shares of Firm Securities
(subject to such adjustments to eliminate fractional shares ...as you may determine) set forth opposite the names of the Underwriters in Schedule A hereto. hereto opposite the name of such Underwriter. The Company Selling Securityholder will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative 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 Selling Securityholder to the Representatives) Representative in writing at least 48 hours in advance and drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Selling Securityholder, at 10:00 A.M., New York time, on December 21, 2016, September 12, 2019, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative, the Company and the Representatives, Selling Securityholder determine, such time being herein referred to as the "First Closing Date." 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 Firm Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities office of Simpson Thacher & Bartlett LLP at 425 Lexington Avenue, New York, New York 10017, at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Securityholder 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 Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall set forth (i) the aggregate number of Optional Shares be reduced by an amount per share equal to be sold any dividends declared by the Company as to which and payable on the Underwriters are exercising the option and (ii) the time, date and place at which the Firm Securities but not payable on such 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"). Securities. The Company Selling Securityholder 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 in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative 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. fractions). 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 Representative to the Company. Company and the Selling Securityholder. 12 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 Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Securityholder will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank the accounts specified by the Company (and acceptable Selling Securityholder to the Representatives) Representative drawn to the order of the Company, Selling Securityholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Simpson Thacher & Moore LLP. Delivery Bartlett LLP at a reasonable time in advance of the such 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 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 I hereto.
The ...purchase price per share to be paid by the Underwriters to the Company each share of Firm Stock will be $3.055 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 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 Representative 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 each Underwriter 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 9, 2015, 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 Securities 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 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 I bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives Representative 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 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) 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." 15 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 subject to the terms and conditions set forth herein, the Company 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, at a purchase price of
$20.96250 $20.78 per share, the
respective number of
Firm Offered Securities set forth opposite the
names name of
the Underwriters such Underwriter in Schedule A hereto. The Co
...mpany will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative 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) Representative 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., 9:00 a.m., New York time, on December 21, 2016, March 27, 2017, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative 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 & Moore LLP. Delivery LLP at a reasonable time in advance of 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 Selling Securityholder agrees to sell
the Firm Securities to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Selling Securityholder, at a purchase price of
$20.96250 $[ยท] per share, the respective number of
shares of Firm Securities
(subject to such adjustments to eliminate fractional shares as... you may determine) set forth opposite the names of the Underwriters in Schedule A hereto. hereto opposite the name of such Underwriter. The Company Selling Securityholder will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative 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 Selling Securityholder to the Representatives) Representative in writing at least 48 hours in advance and drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Selling Securityholder, at 10:00 A.M., New York time, on December 21, 2016, June 17, 2019, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative, the Company and the Representatives, Selling Securityholder determine, such time being herein referred to as the "First Closing Date." 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 Firm Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities office of Simpson Thacher & Bartlett LLP at 425 Lexington Avenue, New York, New York 10017, at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Securityholder 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 Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall set forth (i) the aggregate number of Optional Shares be reduced by an amount per share equal to be sold any dividends declared by the Company as to which and payable on the Underwriters are exercising the option and (ii) the time, date and place at which the Firm Securities but not payable on such 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"). Securities. The Company Selling Securityholder 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 in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative 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. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or 12 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 Representative to the Company. Company and the Selling Securityholder. 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 Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Securityholder will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank the accounts specified by the Company (and acceptable Selling Securityholder to the Representatives) Representative drawn to the order of the Company, Selling Securityholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine Simpson Thacher & Moore LLP. Delivery Bartlett LLP at a reasonable time in advance of the such 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, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $23.30 per share, the
respective number of
Firm Offered Securities set forth opposite the
names name of
the Underwriters such Underwriter in Schedule A hereto. The Co
...mpany will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative 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) Representative 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., 9:00 a.m., New York time, on December 21, 2016, June 27, 2017, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative 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 & Moore LLP. Delivery LLP at a reasonable time in advance of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date.
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