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 $7.3535 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 i...nstructed 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 Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, 10017, at 10:00 9:00 A.M., New York time, on December 21, April 14, 2016, 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 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 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 Securities, for the purpose of covering over allotments made in connection with the offering of the Firm 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. 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, at the above office of Cravath, Swaine Davis Polk & Moore Wardwell LLP. Delivery of the The 13 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 $19.74 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, at 10:00 9:30 A.M., New York time, on December 21, 2016, April 2, 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 sales of shares made in connection with the sale excess 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. 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 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 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, 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 $5.545 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 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 Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, 10017, at 10:00 9:00 A.M., New York time, on December 21, January 27, 2016, 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 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 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 Securities, for the purpose of covering over allotments made in connection with the offering of the Firm 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. 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, 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 $[•] 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 [•] 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. 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. 11 Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives 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 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 $9.603 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. hereto, provided, however, that the amount paid by the Underwriter...s for any Optional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. 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 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 Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, 10017, at 10:00 A.M., a.m., New York time, on December June 21, 2016, 2018, 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." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. Delivery of the The Firm Securities to be so 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 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 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 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 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 Davis Polk & Wardwell LLP at a reasonable time in advance of such Optional Closing Date. 14 4. Offering by Underwriters. It is understood that the DTC unless several Underwriters propose to offer the Representatives shall otherwise instruct. Offered Securities for sale to the public as set forth in the Final Prospectus. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $5.597 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 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 Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, 10017, at 10:00 9:00 A.M., New York time, on December 21, May 10, 2016, 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 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 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 Securities, for the purpose of covering over allotments made in connection with the offering of the Firm 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 Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. 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, 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 Davis Polk & Wardwell LLP at a reasonable time in advance of such Optional Closing Date. 13 4. Offering by Underwriters. It is understood that the DTC unless several Underwriters propose to offer the Representatives shall otherwise instruct. Offered Securities for sale to the public as set forth in the Final Prospectus. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $11.515 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 i...nstructed 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 15 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 Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 140 Scott Drive, Menlo Park, California, 94025, at 10:00 A.M., a.m., New York time, on December 21, September 23, 2016, 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 Latham & Watkins LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives 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 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. 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 but Representative but, unless the Optional Closing Date is the First Closing Date or as otherwise mutually agreed between the Company and the Representative, 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 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, at the above office of Cravath, Swaine Latham & Moore Watkins LLP. Delivery of the The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of the DTC unless the Representatives shall otherwise instruct. Latham & Watkins LLP at a reasonable time in advance of such Optional Closing Date. 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 Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment 14 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 Cooley LLP, 825 Eighth Avenue, New York, NY 10019, 4401 Eastgate Mall, San Diego, California 92121, at 10:00 A.M., 9:00 a.m., New York time, on December 21, 2016, [—], 2013, 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 Cooley 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 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 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. 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 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 but Representative but, except as otherwise mutually agreed between the Company and the Representative, 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 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, at the above office of Cravath, Swaine & Moore Cooley 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. Cooley 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 $30.55 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 b...y 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 reasonably acceptable to the Representatives) Representative drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore Cooley LLP, 825 Eighth Avenue, New York, NY 10019, 500 Boylston Street, 14th Floor, Boston, Massachusetts 02116-3736, at 10:00 A.M., New York a.m., Eastern time, on December 21, 2016, July 26, 2019, 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 Cooley 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 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 Subject to the satisfaction 21 or waiver of the notice provision of the first sentence of this paragraph, 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 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 reasonably acceptable to the Representatives) Representatives drawn to the order of the Company, at the above office of Cravath, Swaine & Moore Cooley 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. Cooley 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 $14.57 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 b...y 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 reasonably acceptable to the Representatives) Representative drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore Cooley LLP, 825 Eighth Avenue, New York, NY 10019, 500 Boylston Street, 14th Floor, Boston, Massachusetts 02116-3736, at 10:00 9:00 A.M., New York Eastern time, on December 21, 2016, 14, 2018, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities above office of Cooley 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 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 Subject to the satisfaction or waiver of the notice provision of the first sentence of this paragraph, 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. 20 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 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 reasonably acceptable to the Representatives) Representatives drawn to the order of the Company, at the above office of Cravath, Swaine & Moore Cooley 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. Cooley LLP at a reasonable time in advance of such Optional Closing Date. View More
