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, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $41.73625 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 instructe
...d 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, June 12, 2015, or at such other time not later 12 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.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $24.366250 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 instruct
...ed 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 12 York, NY 10019, at 10:00 A.M., New York time, on December 21, March 15, 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, 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.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $16.10 per share, the respective number
of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A
hereto. hereto, other than with respect to the 25,000 shares of ...Firm Securities to be purchased from the Underwriters by the persons set forth in Schedule D hereto, for which the purchase price shall be $16.45 per share. 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 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, 2016, April 10, 2018, 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 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 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. 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 Skadden, Arps, Slate, Meagher & Flom LLP at a reasonable time in advance of such Optional Closing Date. 10 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.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Company at a purchase price of
$20.96250 $41.83 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 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 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, at the office of Cravath, Swaine Wilson Sonsini Goodrich & Moore LLP, 825 Eighth Rosati, Professional Corporation, at 701 Fifth Avenue, New York, NY 10019, Suite 5100, Seattle, Washington 98104, at 10:00 10 A.M., New York time, on December 21, 2016, June 30, 2015, 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 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 Wilson Sonsini Goodrich & Rosati, Professional Corporation 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 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 share 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 from the Company 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. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an 14 "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 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 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, at the office of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at 701 Fifth Avenue, Suite 5100, Seattle, Washington 98104. 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 Wilson Sonsini Goodrich & Moore LLP. Delivery Rosati, Professional Corporation at a reasonable time in advance of the such Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to
issue and 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 $3.168 per share,
the respective that number of Firm Securities set forth opposite the
names name of
the such Underwriters in Schedule
A hereto. A. The Company will
issue and deliver the
... Firm Securities to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank acceptable to the Underwriters as specified by the Company (and acceptable to the Representatives) drawn Underwriters at least 24 hours prior to the order of the Company, First Closing Date (as defined below), at the office of Cravath, Swaine Simpson Thacher & Moore Bartlett LLP, 825 Eighth 425 Lexington Avenue, New York, NY 10019, New York 10017, at 10:00 9:00 A.M., New York time, on December 21, 2016, October 19, 2021, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriters and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." 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 Simpson Thacher & Bartlett LLP described above 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 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 shall set forth (i) the aggregate number of Optional Shares Securities, less 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 Firm Securities but not payable on 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"). Securities. The Company agrees to issue and sell to the Underwriters the number of shares of such Optional Securities specified in such notice Securities, 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 the several Underwriters in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's Underwriters' 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. 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 17 after written notice of election to purchase Optional Securities is given. The Company will issue, as applicable, and deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Underwriters as specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine Simpson Thacher & Moore LLP. Delivery of the Bartlett LLP described above. 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. Simpson Thacher & Bartlett LLP described above 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,
each of the Company
agrees and the 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, Company and the Selling Stockholder, at a purchase price of
$20.96250 $17.71 per share,
that number of Firm Securities (rounded ...up or down, as determined by the respective Underwriters in their discretion, in order to avoid fractions) obtained by multiplying 11,227,273 Firm Securities, in the case of the Company, and 1,122,727 Firm Securities, in the case of the Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. hereto and the denominator of which is the total number of Firm Securities. The Company will deliver the Firm Securities to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or 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, 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 A.M., New York time, 9:00 am (Eastern Time), on December 21, 2016, 14, 2015, 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 Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives Underwriters shall otherwise instruct. In addition, upon written notice from the Representatives Underwriters given to the Company and/or the Selling Stockholder, as applicable, 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 and/or the Selling Stockholder, as applicable, 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 12 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 and the Selling Stockholder agree 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. Company or the Selling Stockholder, as applicable. Each Optional 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 and/or the Selling Stockholder, as applicable, will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price 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) Underwriters drawn to the order of the Company, Company and/or the Selling Stockholder, as applicable, as applicable, 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 Underwriters shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Company 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 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 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, at the office of Cravath, Swaine Wilson Sonsini Goodrich & Moore LLP, 825 Eighth Rosati, Professional Corporation, at 701 Fifth Avenue, New York, NY 10019, Suite 5100, Seattle, Washington 98104, at 10:00 10 A.M., New York time, on December 21, 2016, January [ ], 2015, 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 above office of Wilson Sonsini Goodrich & Rosati, Professional Corporation 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 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 share 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 from the Company for the account of each Underwriter in the same 14 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 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 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 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, at the office of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at 701 Fifth Avenue, Suite 5100, Seattle, Washington 98104. The certificates for 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 Wilson Sonsini Goodrich & Moore LLP. Delivery Rosati, Professional Corporation at a reasonable time in advance of the such Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Company 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 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 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, at the office of Cravath, Swaine Wilson Sonsini Goodrich & Moore LLP, 825 Eighth Rosati, Professional Corporation, at 701 Fifth Avenue, New York, NY 10019, Suite 5100, Seattle, Washington 98104, at 10:00 10 A.M., New York time, on December 21, 2016, [ ], 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 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 Wilson Sonsini Goodrich & Rosati, Professional Corporation at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. 14 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 share 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 from the Company 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 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 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 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, at the office of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at 701 Fifth Avenue, Suite 5100, Seattle, Washington 98104. The certificates for 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 Wilson Sonsini Goodrich & Moore LLP. Delivery Rosati, Professional Corporation at a reasonable time in advance of the such Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $13.9680 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 Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Freshfields Bruckhaus Deringer US LLP (unless another place shall be agreed upon by the Representative and the Company), at 10:00 A.M., 9:00 a.m., New York time, on December 21, 2016, May 15, 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." 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 Certificates representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities above office of Freshfields Bruckhaus Deringer US LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. In First Closing Date.In addition, upon written notice from the Representatives Representative 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, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares Securities, less 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 Firm Securities but not payable on 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"). 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time on not more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative 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 Representative 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 Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, Company at the above office of Cravath, Swaine & Moore LLP. Delivery of Freshfields Bruckhaus Deringer US LLP (unless another place shall be agreed upon by the Representative and the Company). Certificates representing any certificated 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 Freshfields Bruckhaus Deringer US LLP at a reasonable time in advance of such Optional Closing Date.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.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
contained herein and subject to the terms and conditions set forth herein,
each of the
Company agrees Selling Stockholders agrees, severally and not jointly, to sell to the
several Underwriters, Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and
each of the Underwriters
agrees, agree, severally and not jointly, to purchase from the
Company, Selling Stockholders, at a purchase price of
$20....96250 $6.6656 per share, the respective number numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule A B hereto. 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 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, respective Selling Stockholders at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 9:00 A.M., New York time, on December 21, 2016, August 16, 2013, 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 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 Davis Polk & Wardwell 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 Securities, less an amount per share equal to be sold any dividends or distributions declared by 15 the Company as to which and payable on the Underwriters are exercising the option Firm Securities and (ii) the time, date and place at which not the Optional Shares will be delivered (each time for the delivery of Securities. Each Selling Stockholder agrees, severally 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 number of shares of Optional Securities specified (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such notice and Selling Stockholder bears to the total number of Optional Securities. 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. Underwriters. 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 not more than 30 days subsequent to the date of the Final Prospectus 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 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 Stockholders, at the above office of Cravath, Swaine Davis Polk & Moore Wardwell 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. Davis Polk & Wardwell LLP at a reasonable time in advance of such Optional Closing Date.
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