Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the R
...epresentatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York time, on December 21, 2016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and the Representatives, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.
View More
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 $8.077 per share,
the respective that number of Firm Securities set forth opposite the
names na...me of 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, September 15, 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 14 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 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.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to
the several Underwriters, 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 $70.00 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, 2016, June 22, 2015, 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 Closing 17 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. 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 shall otherwise instruct.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
and herein contained, but subject to the terms and conditions
herein set
forth herein, forth, the Company agrees to sell to the
several Underwriters, Underwriter, and
each of the
Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of
$20.96250 $26.34 per share, the
respective number of Firm
Securities set forth opposite the names of the Underwriters in Schedule A hereto.... Securities. The Company will deliver the Firm Securities Securities, with transfer taxes thereon duly paid, to or as instructed by the Representatives Underwriter in book entry form through the facilities of The Depository Trust Company ("DTC") for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by of the Company (and acceptable to at Wells Fargo Bank, N. A. in Baltimore, Maryland, in connection with the Representatives) drawn to the order closing of the Company, such transactions, at the office of Cravath, Swaine Morgan, Lewis & Moore Bockius LLP, 825 Eighth Avenue, New York, NY 10019, Philadelphia, Pennsylvania, at 10:00 11:00 A.M., New York time, on December 21, 2016, March 19, 2013, 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 1934 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 As used herein, "business day" means a day on which the Firm Securities will NYSE is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be made through the facilities of the DTC unless the Representatives shall otherwise instruct. closed. In addition, upon written notice from the Representatives Underwriter given to the Company from time to time (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final Prospectus, Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the Underwriters next business day), the Underwriter may purchase all or less than all of the Optional Securities at the per share purchase price per Security (including any accumulated dividends thereon to the related Optional Closing Date (as hereinafter defined) to be paid for the Firm Securities. Such notice Securities; provided that the purchase price 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 or distributions 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 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 Firm Securities specified in such notice and the Underwriters agree, severally and but not jointly, to purchase payable on such Optional Securities. The Underwriter shall not be under any obligation to purchase any of the Optional Securities prior to the exercise of such option. Such Optional Securities shall be purchased 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 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 Underwriter only for the purpose of covering 13 over-allotments made in connection with sales by the sale Underwriter which exceed the total number 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. 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 Underwriter but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by purchased, with transfer taxes thereon duly paid, to the Underwriters to or as instructed by Underwriter in book entry form through the Representatives facilities of the DTC on each Optional Closing Date for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price for such Optional Securities by the Underwriters 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 to the order of the Company, in 14 connection with the closing of the transactions, at the above office office. Prior to each Optional Closing Date, the Company will also deliver the form of Cravath, Swaine & Moore LLP. Delivery of fully registered global certificate that will be deposited with DTC for the Optional Securities will be made through that the facilities of the DTC unless the Representatives shall otherwise instruct. Underwriter has agreed to purchase hereunder.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the
Company Selling Stockholder agrees to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the
Company, Selling Stockholder, at a purchase price of
$20.96250 $20.47875 per share, the
respective number of Firm Securities set forth opposite the
names name of
the Underwriters such Unde...rwriter in Schedule A hereto. The Company Selling Stockholder 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 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 the Company, Selling Stockholder, at the office of Cravath, Swaine Cahill Gordon & Moore Reindel LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 9:00 A.M., New York time, on December 21, 2016, May 14, 2018, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." 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 The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities office of Cahill Gordon & Reindel LLP at least one Business Day 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 Selling Stockholder 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 Selling Stockholder 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 from the 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. 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. 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 but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. given other than in the case of Optional Securities to be delivered on the First Closing Date, which may be delivered on the day prior to the First Closing Date. 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 for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the 12 Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefore 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 the Company, Selling Shareholder, at the above office of Cravath, Swaine Cahill Gordon & Moore Reindel LLP. Delivery of The certificates for 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 office of the DTC unless the Representatives shall otherwise instruct. Cahill Gordon & Reindel LLP at a reasonable time in advance of such Optional Closing Date.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
and herein contained, but subject to the terms and conditions
herein set
forth herein, forth, the Company agrees to sell to the
several Underwriters, Underwriter, and
each of the
Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of
$20.96250 $26.97 per share, the
respective number of Firm
Securities set forth opposite the names of the Underwriters in Schedule A hereto.... Securities. The Company will deliver the Firm Securities Securities, with transfer taxes thereon duly paid, to or as instructed by the Representatives Underwriter in book entry form through the facilities of The Depository Trust Company ("DTC") for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by of the Company (and acceptable to at Wells Fargo Bank, N. A. in Baltimore, Maryland, in connection with the Representatives) drawn to the order closing of the Company, such transactions, at the office of Cravath, Swaine Morgan, Lewis & Moore Bockius LLP, 825 Eighth Avenue, New York, NY 10019, Philadelphia, Pennsylvania, at 10:00 11:00 A.M., New York time, on December 21, 2016, November 5, 2014, or at such other time not later than 14 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 1934 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 As used herein, "business day" means a day on which the Firm Securities will NYSE is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be made through the facilities of the DTC unless the Representatives shall otherwise instruct. closed. In addition, upon written notice from the Representatives Underwriter given to the Company from time to time (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final Prospectus, Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the Underwriters next business day), the Underwriter may purchase all or less than all of the Optional Securities at the per share purchase price per Security (including any accumulated dividends thereon to the related Optional Closing Date (as hereinafter defined) to be paid for the Firm Securities. Such notice Securities; provided that the purchase price 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 or distributions 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 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 Firm Securities specified in such notice and the Underwriters agree, severally and but not jointly, to purchase payable on such Optional Securities. The Underwriter shall not be under any obligation to purchase any of the Optional Securities prior to the exercise of such option. Such Optional Securities shall be purchased 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 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 Underwriter only for the purpose of covering 13 over-allotments made in connection with sales by the sale Underwriter which exceed the total number 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. 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 Underwriter but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by purchased, with transfer taxes thereon duly paid, to the Underwriters to or as instructed by Underwriter in book entry form through the Representatives facilities of the DTC on each Optional Closing Date for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price for such Optional Securities by the Underwriters 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 to the order of the Company, in connection with the closing of the transactions, at the above office office. Prior to each Optional Closing Date, the Company will also deliver the form of Cravath, Swaine & Moore LLP. Delivery of fully registered global certificate that will be deposited with DTC for the Optional Securities will be made through that the facilities of the DTC unless the Representatives shall otherwise instruct. Underwriter has agreed to purchase hereunder.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the
Company Selling Stockholder agrees to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the
Company, Selling Stockholder, at a purchase price of
$20.96250 $28.006875 per share, the
respective number of Firm Securities set forth opposite the
names name of
the Underwriters such Und...erwriter in Schedule A hereto. The Company Selling Stockholder 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 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 the Company, Selling Stockholder, at the office of Cravath, Swaine Cahill Gordon & Moore Reindel LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 9:00 A.M., New York time, on December 21, 2016, August 13, 2018, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." 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 The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities office of Cahill Gordon & Reindel LLP at least one Business Day 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 Selling Stockholder 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 Selling Stockholder 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 from the 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. 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. 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 but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. given other than in the case of Optional Securities to be delivered on the First Closing Date, which may be delivered on the day prior to the First Closing Date. 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 for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefore 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 the Company, Selling Shareholder, at the above office of Cravath, Swaine Cahill Gordon & Moore Reindel LLP. Delivery of The certificates for 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 office of Cahill Gordon & Reindel LLP at a reasonable time in advance of such Optional Closing Date. 12 4. Offering by Underwriters. It is understood that the DTC unless several Underwriters propose to offer the Representatives shall otherwise instruct. Offered Securities for sale to the public as set forth in the Final Prospectus.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $15.75 per share, the respective number
of shares 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 in...structed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Underwriters drawn to the order of the Company, New Media Investment Group Inc. at the office of Cravath, Swaine Skadden, Arps, Slate, Meagher & Moore Flom LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 9:00 A.M., New York time, on December 21, November 23, 2016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriters and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Securities Exchange Act, Act of 1934, 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 The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities above office of Skadden, Arps, Slate, Meagher & Flom 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 Underwriters 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 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 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 Underwriters 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 Underwriters to the Company. 11 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 Underwriters 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 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 Underwriters 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) Underwriters drawn to the order of the Company, New Media Investment Group Inc., at the above office of Cravath, Swaine Skadden, Arps, Slate, Meagher & Moore Flom 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. Skadden, Arps, Slate, Meagher & Flom LLP at a reasonable time in advance of such Optional Closing Date.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the
Company Selling Stockholder agrees to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the
Company, Selling Stockholder, at a purchase price of
$20.96250 $6.237 per share,
the respective that number of Firm Securities set forth opposite the
names name of
the Underwriters such Un...derwriter in Schedule A B hereto. The Company Selling Stockholder 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 the Company, Selling Stockholder, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, New York 10019 at 10:00 A.M., a.m., New York time, on December 21, 2016, May 29, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." 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 11 date for payment of funds and delivery of securities for all the Offered 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 above office of Cravath, Swaine & Moore 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 Stockholder 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 Selling Stockholder 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. notice. Such Optional Securities shall be purchased from the 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. 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 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 but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. 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 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 therefore 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 the Company, Selling Stockholder, at the above office of Cravath, Swaine & Moore 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. Cravath, Swaine & Moore LLP at a reasonable time in advance of such Optional Closing Date.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company 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 $36.556 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 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) 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, 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, February 15, 2013, or at such other time not 12 later than seven full business days thereafter as shall be agreed upon by the Company and the Representatives, Credit Suisse, 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 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 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 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. 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 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 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 in Federal (same day) 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 of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives Credit Suisse shall otherwise instruct.
View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 per share, 97.75% of the
respective number of principal amount thereof, plus accrued and unpaid interest from May 13, 2014 to the First Closing Date (as hereinafter defined), the Firm Securities s
...et forth opposite the names name of the Underwriters such Underwriter 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 the Firm Securities to be offered and sold by the Underwriters in the form of one or more permanent global securities in registered form without interest coupons (the "Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified designated by the Company (and and acceptable to the Representatives) drawn to the order of the Company, Representatives at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, New York 10017 at 10:00 9:00 A.M., New York time, on December 21, 2016, May 13, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." 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 Date", against delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. The Global Securities will be made through available for checking at the facilities above office of Davis Polk & Wardwell LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon not less than two business days' 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, time, the Underwriters may purchase all or less than all of the Optional Securities at for a period beginning on, and including, the purchase price per Security to be paid for date hereof and ending on 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 that is 12 days after the First Closing Date) (the First Closing Date Date, at a purchase price of 97.75% of the principal amount thereof, plus accrued and each unpaid interest from May 13, 2014 to the related Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Date. The Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, agree severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company 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 A hereto bears to the total number of shares principal amount 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 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 on behalf of the several Underwriters but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver Payment for the Optional Securities being purchased on each Optional Closing Date and to be offered and sold 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 shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified designated by the Company (and and acceptable to the Representatives) drawn Representatives at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 11 at 9:00 A.M., New York time, on such Optional Closing Date against delivery to the order Trustee of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery Global Securities representing all of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. being purchased on such Optional Closing Date.
View More
