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 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 $23.12 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, May 5, 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 agrees each Selling Stockholder agrees, severally and not jointly, to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from
the Company, each Selling Stockholder, at a purchase price of
$20.96250 $10.15625 per share,
that number of Firm Securities (rounded up or down, as dete...rmined by the respective Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule A hereto. hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Company Selling Stockholders 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 official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of such Selling Stockholder in the Company, amount set forth on Schedule A, 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, March 5, 2021 or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company Representatives and the Representatives, Selling Stockholders 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 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 Selling Stockholders 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 Securities as to which the Underwriters are exercising the option option. The Selling Stockholders agree, severally 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 not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption "Number of Optional Securities to be Sold" and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securities. adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder 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. Underwriters. No Optional Securities 12 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. Company and the Selling Stockholders. 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 but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholders will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of such Selling Stockholder in the Company, amount set forth on Schedule A, at the above office of Cravath, Swaine Latham & Moore Watkins 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, 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 $22.95 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, November 13, 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 $13.44 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 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 the accounts specified by the Company (and acceptable Selling Securityholder to the Representatives) Representatives 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, November 20, 2018, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives, 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 12 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 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 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 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 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 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 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) Representatives 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 aggregate principal amount of Firm Securities set forth opposite the names of the
respective Underwriters in Sch
...edule A hereto. hereto at a price equal to 97.25% of the aggregate principal amount thereof (the "Purchase Price") plus accrued interest, if any, from August 14, 2020 to, but excluding, the Closing Date. The Representatives hereby advise the Company that they intend to offer for sale to the public, initially on the terms set forth in the Pricing Prospectus, the Securities as soon after this Agreement has been executed and the Representatives have determined is advisable and practicable. The Company will deliver to the Underwriters one or more certificates representing the Firm Securities to or and the Optional Securities (collectively, the "Global Note"), as instructed the case may be, in definitive form registered in such names and denominations as the Representatives may request 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 therefor by the Underwriters wire transfer in Federal federal (same day) funds by a wire to such bank account or accounts as the Company shall designate to the Representatives at least two business days prior to the applicable Closing Date, with any transfer to an account at a bank specified or similar taxes payable in connection with the sale and delivery of certificates or security entitlements for the Securities duly paid by the Company (and acceptable Company. The Global Note in definitive form shall be made available to the Representatives) drawn to the order of the Company, Underwriters for inspection 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 city offices of Latham & Watkins LLP (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 Representatives) not later than 10:00 a.m. (New York City time) one business day immediately preceding the applicable Closing Date or Option Closing Date, 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 book-entry 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 case may be, by or on behalf of the Company, with the Depository Trust Company ("DTC") or its designated custodian and registered in the name of Cede & Co. The date and time for payment of funds and delivery of securities and payment for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through is herein called 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 "Closing Date." 21 The Underwriters may purchase all or less than all of the Optional Securities at the purchase Securities, solely to cover over-allotments. The price per Security to be paid for the Firm Securities. Such notice Optional Securities 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 Purchase Price plus accrued interest, if any, from August 14, 2020 to, but excluding, the 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 aggregate principal amount of Optional Securities specified in such the written 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 Company described below and the Underwriters agree to purchase such aggregate principal amount of Optional Closing Date shall Securities. The option granted hereby may be determined exercised as to all or any part of the Optional Securities at any time, and from time to time, not more than 30 days subsequent to the date of this Agreement. The option granted hereby may be exercised by written notice being given to the Company by the Representatives setting forth the aggregate principal amount of the Optional Securities to be purchased by the Representatives plus accrued interest 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 business days nor later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver Option Closing Date and the Closing Date are herein called the "Closing Dates." Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Representatives hereunder. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Securities being purchased may be varied by agreement between the Underwriters to or as instructed by Company and the Representatives for the accounts of the Representatives. 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 $20.99 per share, the
respective number
of shares of Firm Securities set forth opposite the
names name of
the Underwriters such Underwriter in Schedule
A hereto. B to... this Agreement. The Company will deliver the Firm Securities at the office of Vinson & Elkins L.L.P., 1001 Fannin Street, Houston, Texas 77002 to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) immediately available funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Credit Suisse drawn to the order of the Company, 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, February 22, 2016, 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, 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 17 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 of the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC The Depositary Trust Company (the "DTC") unless the Representatives Credit Suisse shall otherwise instruct. In addition, upon written notice from the Representatives Credit Suisse 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 shares of Optional Shares Securities 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 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 notice, and the Underwriters agree, agree to purchase, 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. Each Optional Closing Date shall be determined by the Representatives Credit Suisse but shall be not later than five full business days (nor, except with respect to an Optional Closing Date occurring on the First Closing Date, without the consent of the Company, less than three full business days) after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by on each Optional Closing Date at the Underwriters above office of Vinson & Elkins L.L.P. to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) immediately available funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Credit Suisse drawn to the order of the Company, at the above office Company. The delivery of Cravath, Swaine & Moore LLP. Delivery of the any Optional Securities will be made through the facilities of the DTC unless the Representatives Representative shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities.
(a) On the basis of the representations, 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, and each
of the Underwriters agrees, Underwriter, severally and not jointly,
and each Underwriter, severally and not jointly, agrees to purchase from the
Company, at a purchase price of $20.96250 per share, Company 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 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, 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 principal amount of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 96.875% of the principal amount thereof (the "Purchase Price"). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price. If any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Underwriter shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such amount increased as set forth in Section 11 hereof) bears to the total number of shares aggregate amount of Firm Securities (subject being purchased from the Company by the several Underwriters, subject, however, to adjustment such adjustments to eliminate any Option Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to eliminate fractions) the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the First Closing Date but shall not be earlier than the First Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Option Securities may be purchased by the Underwriters only for the purpose purposes set forth under the caption "Underwriting" in the Prospectus. (b) Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of covering 13 over-allotments the Firm Securities, at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166 at 10:00 A.M. New York City time on October 21, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters' election to purchase such Option Securities. The time and date of such payment for the Firm Securities is referred to herein as the "First Closing Date" and the time and date for such payment for the Option Securities, if other than the First Closing Date, is herein referred to as an "Optional Closing Date." The First Closing Date and each Optional Closing Date is herein referred to as a "Closing Date." Payment for the Offered Securities to be purchased on the First Closing Date or any Optional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (the "DTC"), for the respective accounts of the several Underwriters of the Offered Securities to be purchased on such date, of one or more global notes representing the Offered Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of such Offered Securities duly paid by the Firm Securities. No Optional Securities shall Company. The Global Note will 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 made available for inspection by the Representatives to at the Company. Each Optional Closing Date shall be determined by the Representatives but shall be office of J.P. Morgan Securities LLC not later than five full 1:00 P.M., New York City time, on the business days after written notice of election day prior to purchase Optional Securities is given. The Company will deliver the First Closing Date or the Optional Securities being purchased by Closing Date, as 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. case may be.
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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 Selling Stockholders agree, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Selling Stockholders, at a purchase price of
$20.96250 $17.6675 per share, the respective number
of shares of Firm Securities set forth opposite the names of the Underwriters
... in Schedule A B hereto. The Company Each of the Selling Stockholders will deliver the its or his 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) Representatives drawn to the order of the Company, such Selling Stockholder at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth 885 Third Avenue, New York, NY 10019, New York 10022, at 10:00 8:30 A.M., New York time, on December 21, 2016, April 20, 2015, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company Representatives and the Representatives, Selling Stockholders determine, 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 on such date pursuant to the offering. Delivery The Offered Securities so to be delivered or evidence of the Firm Securities their issuance will be made through available for checking at the facilities above office of Latham & Watkins LLP 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 given to the Company and the Selling Stockholders 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 Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, at the same purchase price per share to be paid by the Underwriters with respect to the Firm Securities pursuant hereto (less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities), and each of the 13 Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders, at such Optional Securities. Such purchase price per share, such number of Optional Securities shall be purchased for the account of each Underwriter in that bears the same proportion to the number of Optional Securities that may be sold by the Selling Stockholders as the number of shares of Firm Securities set forth opposite the name of such Underwriter's name Underwriter in Schedule B hereto bears to the total number of shares of Firm Securities (subject (in each case, subject to such adjustment by as the Representatives may determine 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. avoid fractional shares). 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. Company and the Selling Stockholders. 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 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 on each Optional Closing Date 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 therefor in Federal (same day) funds by 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, such Selling Stockholder, at the above office of Cravath, Swaine Latham & Moore Watkins LLP. Delivery of the The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of the DTC unless the Representatives shall otherwise instruct. Latham & Watkins LLP at a reasonable time in advance of such Optional 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 Selling Stockholders agree, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Selling Stockholders, at a purchase price of
$20.96250 $ per share, the respective number
of shares of Firm Securities set forth opposite the names of the Underwriters in Sch
...edule A B hereto. The Company Each of the Selling Stockholders will deliver the its or his 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) Representatives drawn to the order of the Company, such Selling Stockholder at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth 885 Third Avenue, New York, NY 10019, New York 10022, at 10:00 [8:30] A.M., New York time, on December 21, 2016, , 2015, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company Representatives and the Representatives, Selling Stockholders determine, 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 on such date pursuant to the offering. Delivery The Offered Securities so to be delivered or evidence of the Firm Securities their issuance will be made through available for checking at the facilities above office of Latham & Watkins LLP 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 given to the Company and the Selling Stockholders 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 Selling Stockholders agree, severally and not jointly, to sell to the 13 Underwriters, at the same purchase price per share to be paid by the Underwriters with respect to the Firm Securities pursuant hereto (less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities), and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders, at such Optional Securities. Such purchase price per share, such number of Optional Securities shall be purchased for the account of each Underwriter in that bears the same proportion to the number of Optional Securities that may be sold by the Selling Stockholders as the number of shares of Firm Securities set forth opposite the name of such Underwriter's name Underwriter in Schedule B hereto bears to the total number of shares of Firm Securities (subject (in each case, subject to such adjustment by as the Representatives may determine 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. avoid fractional shares). 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. Company and the Selling Stockholders. 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 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 on each Optional Closing Date 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 therefor in Federal (same day) funds by 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, such Selling Stockholder, at the above office of Cravath, Swaine Latham & Moore Watkins LLP. Delivery of the The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of the DTC unless the Representatives shall otherwise instruct. Latham & Watkins LLP at a reasonable time in advance of such Optional 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 Selling Stockholder agrees, severally and not jointly, to
sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, each Selling Stockholder, at a purchase price of
$20.96250 $13.45781 per share,
the respective that number of Firm Securities set forth opposite the
names...the Underwriters such Selling Stockholder in Schedule A hereto. The Company Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives Underwriter for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Underwriter drawn to the order of the Company, Selling Stockholders 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, June 12, 2020, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriter and the Company and the Representatives, determine, such time being herein referred to as the "First Closing 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 to be sold by the Company Securities 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 Selling Stockholders agree, severally and not jointly, to sell to the Underwriters Underwriter the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice and by a fraction the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account numerator of each Underwriter in the same proportion as which is the number of shares of Firm Securities set forth opposite the names of such Underwriter's name bears Selling Stockholders in Schedule A hereto under the caption "Number of Optional Securities to be Sold" and the total denominator of which is the maximum number of shares of Firm Optional Securities (subject to adjustment by the Representatives Underwriter to eliminate fractions) and may fractions), to be purchased by the Underwriters Underwriter 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 Underwriter to the Company. Company and the 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 Selling Stockholders 14 will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives Underwriter for the accounts 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 therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Underwriter drawn to the order of the Company, Selling Stockholders, 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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