Purchase Sale and Delivery of Offered Securities Clause Example with 276 Variations from Business Contracts
This page contains Purchase Sale and Delivery of Offered Securities clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Purchase Sale and Delivery of Offered Securities" Clause from Business Contracts
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 $1.46 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. hereto, plus any additional number of Firm Securities whi...ch such Underwriters may become obligated to purchase pursuant to the provisions of Section 9 hereof. The Company will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters through the facilities of The Depository Trust Company issued in a form reasonably acceptable to such names and in such denominations as the Representatives Representative shall request 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 designated in writing by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore Sichenzia Ross Friedman Ference LLP, 825 Eighth Avenue, 61 Broadway, 32nd Floor, New York, NY 10019, 10006, at 10:00 A.M., 1:00 P.M., New York time, on December 21, 2016, August 8, 2016 or at such other time not later than seven ten 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 Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. 13 In addition, upon written notice from the Representatives Representative 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 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. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. 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 for Representative through the accounts facilities of The Depository Trust Company issued in such names and in such denominations as the several Underwriters in a form reasonably acceptable to the Representatives Representative shall request 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 designated in writing by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the above office of Cravath, Swaine & Moore Sichenzia Ross Friedman Ference LLP. Delivery It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Securities and the Optional Securities, if any, which it has agreed to purchase. Certificates for the shares comprising the Offered Securities, if any, shall be in such denominations and registered in such names as the Representative may request in writing at least one full business day before the applicable Closing Date. The certificates for the shares comprising the Offered Securities will be made through available for examination and packaging by the facilities Representative in the city of New York not later than 10:00 A.M. (Eastern time) on the DTC unless business day prior to the Representatives shall otherwise instruct. 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 $4.70 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 ins...tructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore K&L Gates LLP, 825 Eighth Avenue, New York, NY 10019, 1 Park Plaza, Twelfth Floor, Irvine, CA 92614, at 10:00 A.M., a.m., New York time, on December 21, 2016, May 27, 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 K&L Gates 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 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 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 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 but, unless the Optional Closing Date is the First Closing Date or as otherwise 17 mutually agreed between the Company and the Representatives, shall be not earlier than two full business days nor 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 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 above office of Cravath, Swaine & Moore K&L Gates 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. K&L Gates 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, 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 $59.34 per share, the respective that number of Firm Securities set forth opposite the names name of the Underwriters Underwriter in Schedule A hereto. hereto under... the caption "Number of Firm Securities Offered". The Company will deliver the Firm Securities to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company (and acceptable to the Representatives) Underwriter), drawn to the order of the Company, 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, January 26, 2015, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and the Representatives, Underwriter, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives Underwriter shall otherwise instruct. 11 In addition, upon written notice from the Representatives Underwriter given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Shares Securities to be sold by the Company as to which the Underwriters are Underwriter is exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such the Optional Securities. Such Any Optional Securities shall be purchased from the Company for the account of each the Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such the Underwriter's name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by the Representatives Underwriter in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company. 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 will deliver the Optional Securities being purchased by the Underwriters Underwriter on each Optional Closing Date to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter, against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company (and acceptable to the Representatives) Underwriter, drawn to the order of the Company, 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, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $7.99 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 ins...tructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Credit Suisse Securities (USA) LLC ("Credit Suisse") drawn to the order of the Company, Company at the office of Cravath, Swaine Davis Polk & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Wardwell LLP in Menlo Park, at 10:00 A.M., New York time, on December 21, 2016, March 12, 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 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 from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or 10 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 during the 30-day period following 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. 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 but, except as otherwise mutually agreed between the Company and the Representatives, shall be not less than two full business days nor later than five full business days after written notice of election to purchase Optional Securities is given, unless the Optional Closing Date is the First Closing Date, in which case the Optional Closing Date may occur no sooner than one business day after written notice of election 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 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 above office of Cravath, Swaine Davis Polk & Moore LLP. Delivery of the Wardwell LLP in Menlo Park. 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. Davis Polk & Wardwell 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 $ 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 instruc...ted by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Credit Suisse Securities (USA) LLC ("Credit Suisse") drawn to the order of the Company, Company at the office of Cravath, Swaine Davis Polk & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Wardwell LLP in Menlo Park, 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 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 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 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) 10 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 during the 30-day period following 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. 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 but, except as otherwise mutually agreed between the Company and the Representatives, shall be not less than two full business days nor later than five full business days after written notice of election to purchase Optional Securities is given, unless the Optional Closing Date is the First Closing Date, in which case the Optional Closing Date may occur no sooner than one business day after written notice of election 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 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 above office of Cravath, Swaine Davis Polk & Moore LLP. Delivery of the Wardwell LLP in Menlo Park. 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. Davis Polk & Wardwell 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, 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 $13.125 per share, the respective that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid frac...tions) set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. (a) The Company will deliver the Firm Securities to or as instructed by the Representatives through the facilities of the DTC 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 accounts at a bank specified banks designated by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the office of Cravath, Swaine Vinson & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Elkins L.L.P., 1001 Fannin, Suite 2500, Houston, Texas 77002, at 10:00 A.M., a.m., New York time, on December 21, 2016, April 26, 2017, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." 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. (b) In addition, upon written notice from the Representatives given to the Company from time to time but 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, Option 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 Shares 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 on Schedule A 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. (c) 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 12 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 through the facilities of DTC 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 accounts at a bank specified banks designated by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine Vinson & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Elkins L.L.P., 1001 Fannin, Suite 2500, Houston, Texas 77002. 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, 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 instru...cted 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, 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 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 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 Representative 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 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 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. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. 13 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 Underwriters, in a form reasonably acceptable to the Representatives Representative 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) Representative drawn to the order of the Company, at the office of Haynes and Boone, LLP. 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 & Moore LLP. Delivery Haynes and Boone, LLP at a reasonable time in advance of the such Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date. 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, the respective that number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securit...ies to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, N.Y. 10017 at 10:00 9:00 A.M., New (New York time, time), on December 21, 2016, [·], 2020, 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 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 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 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 12 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 certificates for the Optional Securities being purchased by the Underwriters to on each Optional Closing Date or as instructed by the Representatives evidence of their issuance will be made available for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, checking at the above office of Cravath, Swaine Davis Polk & Moore LLP. Delivery Wardwell LLP at a reasonable time in advance of the such Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date. 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, 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 inst...ructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth Avenue, New York, NY 10019, 1600 El Camino Real, Menlo Park, California 94025, at 10:00 9:30 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 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 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 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. 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 "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 11 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 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. 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 $33.84 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 against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth Avenue, New York, NY 10019, 1600 El Camino Real, Menlo Park, California 94025, at 10:00 9:30 A.M., New York time, on December 21, 2016, November 9, 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 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 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 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. 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 "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 11 on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, 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. View More
