Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the R
...epresentatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York time, on December 21, 2016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and the Representatives, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $[—] 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 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, [—], 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 Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. 14 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. 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 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 Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $28.20 per share,
that number of Firm Securities (rounded up or down, as determined by the
respective Representative in its discretion, in order to avoid fractions) o...btained by multiplying the number of Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. hereto and the denominator of which is the total number of Firm Securities. 10 The Company will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the office of Cravath, Swaine & Moore Goodwin Procter LLP, 825 The New York Times Building, 620 Eighth Avenue, New York, NY 10019, New York 10018, at 10:00 A.M., New York time, a.m. (Eastern Time), on December 21, 2016, July 2, 2021, 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 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 Representative shall otherwise instruct. 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, Prospectus (any such notice being an "Option Notice" and such 30 day period being the "Option Period"), 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 shares of Optional Shares Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice 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 pursuant to an Option Notice from time to time time, but only within the Option Period, 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 Optional 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 an Option Notice 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 official bank check or checks or 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 Company. The delivery of Cravath, Swaine & Moore LLP. Delivery of the any Optional Securities will be made through the facilities of the DTC unless the Representatives Representative shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. 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 Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $[ l ] per share, the
respective number of Firm Securities set forth opposite the
names name of
the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Fir
...m Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 650 Town Center Drive, 20th Floor, Costa Mesa, California 92627, at 10:00 [ l ] A.M., New York time, on December 21, 2016, [ l ], or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the 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 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 14 Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefore in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, at the above office of Cravath, Swaine Latham & Moore Watkins LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $9.40 per share, the respective number
of shares of Firm Securities set forth opposite the names of the Underwriters
in set forth on Schedule A
hereto. hereto; provided that $10.00 per share shall... be the purchase price of each of the Firm Securities purchased from the Underwriters by each entity set forth on Schedule C hereto or by an affiliate thereof. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Credit Suisse Securities (USA) LLC drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, 10019-7475 at 10:00 9: 00 A.M., New York time, on December 21, 2016, July 1, 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 Cravath, Swaine & Moore LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives given to the Company 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) Securities, determined in accordance with the aggregate number first paragraph 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"). this Section 3. 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 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 & Moore LLP. Delivery of the The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of Cravath, Swaine & Moore LLP at a reasonable time in advance of such Optional Closing Date. 9 4. Offering by Underwriters. It is understood that the DTC unless several Underwriters propose to offer the Representatives shall otherwise instruct. Offered Securities for sale to the public as set forth in the Final Prospectus.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to
the several Underwriters, 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 $[•] per share,
that number of Firm Securities (rounded up or down, as determined by the
respective Representatives in their discretion, in order to avoid fractions) ...obtained by multiplying the number of Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. hereto and the denominator of which is the total number of Firm Securities. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, at the office of Cravath, Swaine & Moore Goodwin Procter LLP, 825 The New York Times Building, 620 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York time, 10018, at [•] A.M. (Eastern Time), on December 21, 2016, [•], 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." 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 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, Prospectus (any such notice being an "Option Notice" and such 30 day period being the "Option Period"), 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 shares of Optional Shares Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice 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 15 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 pursuant to an Option Notice from time to time time, but only within the Option Period, 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 an Option Notice 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 Representatives, against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office Company. The delivery of Cravath, Swaine & Moore LLP. Delivery of the any Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $30.4575 per share, the
respective number of Firm Securities
as set forth opposite the
names name of
the Underwriters such Underwriter in Schedule A hereto. The Compa
...ny 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 10 Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 811 Main Street, Suite 3700, Houston, Texas 77002, at 10:00 A.M., New York time, 9:00 am (Eastern Time), on December 21, 2016, February 13, 2017, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives Representative shall otherwise instruct. 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; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per Security equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Shares Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice 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 Optional 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 official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the 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 Representative shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $32.5435 per share, the
respective number of Firm Securities
as set forth opposite the
names name of
the Underwriters such Underwriter in Schedule A hereto. The Compa
...ny will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 811 Main Street, Suite 3700, Houston, Texas 77002, at 10:00 A.M., New York time, 9:00 am (Eastern Time), on December 21, August 19, 2016, or at such other time not later than seven 10 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 Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives Representative shall otherwise instruct. 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; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per Security equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Shares Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice 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 Optional 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 official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the 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 Representative shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the
Company, Company at a purchase price of
$20.96250 $4.794 per share, the respective number
of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The
purchase price payable by the Un...derwriters shall be reduced by (i) any transfer taxes duly paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law. The Company will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, Company at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, New York 10017, at 10:00 A.M., New York time, on December 21, 2016, February 28, 2017, or at such other time not later than seven full business days thereafter as shall be agreed upon by 11 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. 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 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) fractional shares) and may be purchased by at the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale option of the Firm Securities. Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time 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 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 above office of Cravath, Swaine Davis Polk & Moore Wardwell LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $20.651 per share, the
respective number of Firm Securities
as set forth opposite the
names name of
the Underwriters such Underwriter in Schedule A hereto. The Compan
...y will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 811 Main Street, Suite 3700, Houston, Texas 77002, at 10:00 A.M., New York time, 9:00 am (Eastern Time), on December 21, April 8, 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 Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives Representative shall otherwise instruct. 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; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per Security equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. 10 Such notice shall set forth (i) the aggregate number of shares of Optional Shares Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice 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 Optional 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 official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the 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 Representative shall otherwise instruct.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 $23.862 per share, the
respective number of Firm Securities
as set forth opposite the
names name of
the Underwriters such Underwriter in Schedule A hereto. The Compan
...y will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by a official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 811 Main Street, Suite 3700, Houston, Texas 77002, at 10:00 A.M., New York time, 9:00 am (Eastern Time), on December 21, May 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 Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives Representative shall otherwise instruct. 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; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per Security equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. 10 Such notice shall set forth (i) the aggregate number of shares of Optional Shares Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice 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 Optional 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 official bank check or checks or wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, at the 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 Representative shall otherwise instruct.
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