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 Company agrees to sell to the Underwriters, and on the basis of the representations, warranties and agreements
and herein contained, but subject to the terms and conditions
herein set
forth herein, the Company agrees to sell to the several Underwriters, and forth, each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 per share, 99.023% of the principal amount of the Offered Securities, plus accrued interest from August 9..., 2017 to the Closing Date in the respective number principal amounts of Firm the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price the Offered Securities in the form of permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Prospectus, the Registration Statement and the Time of Sale Information. -9- Payment for the Offered Securities shall be made 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 federal (same day) funds by wire transfer to an account previously designated by the Company for such purpose at a bank specified by the Company (and reasonably acceptable to the Representatives) drawn Representatives at 10:00 a.m. (New York City time), on August 9, 2017, such time being herein referred to as the "Closing Date," against delivery to the order Trustee as custodian for DTC of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery Global Securities representing all of the Optional Offered Securities. The Global Securities will be made through available for checking at the facilities offices of Cahill Gordon & Reindel LLP not later than 2:00 p.m., New York City time, on the Business Day prior to the Closing Date. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of the DTC unless Offered Securities (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall otherwise instruct. consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Company (i) the aggregate principal amount of the 2023 Securities set forth opposite the names of the Underwriters on Schedule A hereto at a purchase price of
$20.96250 per share, 99.140% of the
respective number principal amount... thereof, plus accrued interest, if any, from November 13, 2013 to the Closing Date, (ii) the aggregate principal amount of Firm the 2033 Securities set forth opposite the names of the Underwriters on Schedule A hereto at a purchase price of 98.751% of the principal amount thereof, plus accrued interest, if any, from November 13, 2013 to the Closing Date and (iii) the aggregate principal amount of the 2043 Securities set forth opposite the names of the Underwriters in Schedule A hereto. hereto at a purchase price of 99.038% of the principal amount thereof, plus accrued interest, if any, from November 13, 2013 to the Closing Date. The Company will deliver the Firm Offered 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) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, New York at 10:00 A.M., New York time, on December 21, 2016, November 13, 2013, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." "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 The Offered Securities so to be delivered or evidence of the Firm Securities their issuance 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 available 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, checking at the above office of Cravath, Swaine & Moore LLP. Delivery of at least 24 hours prior to the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
and herein contained, but subject to the terms and conditions
herein set
forth herein, forth, the Company agrees to sell to the
several Underwriters, and
each of the Underwriters
agrees, agree, severally and not jointly, to purchase from the
Company, at a purchase price of $20.96250 per share, Company the respective
number numbers of
Firm Securities Shares, Pre-Funded Warrants and Class B Warrants set forth opposite the names of the
...Underwriters in Schedule A hereto. 18 The purchase price to be paid by the Underwriters to the Company for the Securities will be $11.28 per Share and accompanying Class B Warrants (or, for Pre-Funded Warrants in lieu of Shares, $11.279 per Pre-Funded Warrant and accompanying Class B Warrants) (the "Purchase Price"). The Company will deliver (a) the Firm Securities Shares and Class B Warrants to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable Underwriters, through the facilities of The Depository Trust Company, and (b) the Pre-Funded Warrants to the Representatives for the respective accounts of the several Underwriters, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer 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) drawn payable to the order of the Company, Company for the Securities sold by them all at the office offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusets, 02111. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at November 29, 2019, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are 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". The 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 location of shares of Optional Securities specified in such notice delivery of, and the form of payment for, the Securities may be varied by agreement among the Company and the Representatives. The several Underwriters agree, severally propose to offer the Securities for sale upon the terms and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter conditions set forth 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. Prospectus.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
and herein contained, but subject to the terms and conditions
herein set
forth herein, forth, the Company agrees to sell to the
several Underwriters, Underwriter, and
each of the
Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the
Company, at a Company the Stock and Warrants. The purchase price
of $20.96250 per
share, Common Stock and Warrant to be paid by the
Underwriter to the Company will be $2....82 per share and respective number of Firm Securities set forth opposite Warrant for the names of the Underwriters in Schedule A hereto. fixed combination (the "Purchase Price"). The Company will deliver the Firm Securities Stock to the Underwriter, through the facilities of The Depository Trust Company, and the Warrants by physical delivery to be received or as instructed directed by the Representatives for Underwriter, in each such case, issued in such names and in such denominations as the accounts of the several Underwriters Underwriter may direct by notice in a form reasonably acceptable writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer 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) drawn Underwriter payable to the order of the Company, Company for the Stock sold by them all at the office offices of Cravath, Swaine & Moore Lowenstein Sandler LLP, 825 Eighth Avenue, 1251 Avenue of the Americas, New York, NY 10019, New York 10020. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at January 15, 2014, in accordance with Rule 15c6 1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are 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". The 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 location of shares of Optional Securities specified in such notice delivery of, and the Underwriters agree, severally form of payment for, the Stock and not jointly, the Warrants may be varied by agreement between the Company and the Underwriter. The Underwriter proposes to purchase such Optional Securities. Such Optional offer the Securities shall be purchased for sale upon the account of each Underwriter terms and conditions set forth 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. Prospectus.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
and herein contained, but subject to the terms and conditions
herein set
forth herein, forth, the Company agrees to sell to the
several Underwriters, Underwriter, and
each of the
Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the
Company, at a purchase price of $20.96250 per share, Company the
respective number of
Firm Securities Shares, Pre-Funded Warrants and Accompanying Warrants set forth oppo
...site the names name of the Underwriters Underwriter in Schedule A hereto. 16 The purchase price to be paid by the Underwriter to the Company for the Securities will be $0.6245 per Share and Accompanying Warrants (or, for Pre-Funded Warrants in lieu of Shares, $0.6235 per Pre-Funded Warrant and Accompanying Warrants) (the "Purchase Price"). The Company will deliver (a) the Firm Securities Shares to or as instructed by the Representatives for Underwriter through the accounts facilities of The Depository Trust Company and (b) the Warrants in physical certificated form at the direction of the several Underwriters Underwriter, issued in a form reasonably acceptable such names and in such denominations as the Underwriter may direct by notice in writing to the Representatives Company given at or prior to 10:00 a.m., New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer 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) drawn payable to the order of the Company, Company at the office offices of Cravath, Swaine & Moore Goodwin Procter LLP, 825 The New York Times Building, 620 Eighth Avenue, New York, NY 10019, New York 10018. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., a.m., New York time, on December 21, 2016, or at 20, 2022, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing "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 The 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 location of shares of Optional Securities specified in such notice delivery of, and the Underwriters agree, severally form of payment for, the Securities may be varied by agreement among the Company and not jointly, the Underwriter. The Underwriter proposes to purchase such Optional Securities. Such Optional offer the Securities shall be purchased for sale upon the account of each Underwriter terms and conditions set forth 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. Prospectus.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
herein contained 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, (i) 99.286% of the principal amount thereof of the 2023 Notes, the respective
number principal amounts of
Firm Securities the 2023 Notes set forth opposite the names of... the Underwriters in Schedule A hereto, (ii) 99.309% of the principal amount thereof of the 2027 Notes, the respective principal amounts of the 2027 Notes set forth opposite the names of the Underwriters in Schedule A hereto and (iii) 98.950% of the principal amount thereof of the 2046 Notes, the respective principal amounts of the 2046 Notes set forth opposite the names of the Underwriters in Schedule A hereto. The terms of the Offered Securities are as set forth in the General Disclosure Package. The Company will deliver the Firm Offered 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) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., a.m., New York City time, on December 21, July 5, 2016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." "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 The Offered Securities so to be delivered or evidence of the Firm Securities their issuance 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 available 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, checking at the above office of Cravath, Swaine & Moore LLP. Delivery of LLP at least 24 hours prior to the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
herein contained and subject to the terms and conditions set forth herein, the Company agrees to sell to
each of the
several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Company (i) the principal amount of the 2020 Fixed Rate Notes set forth opposite the name of such Underwriter in Schedule A hereto at a purchase price
equal to 99.527% of
$20.96250 per share, the
respecti...ve number principal amount thereof, (ii) the principal amount of Firm Securities the 2020 Floating Rate Notes set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. hereto at a purchase price equal to 99.550% of the principal amount thereof and (iii) the principal amount of the 2022 Notes set forth opposite the name of such Underwriter in Schedule A hereto at a purchase price equal to 99.193% of the principal amount thereof. The terms of the Offered Securities are as set forth in the General Disclosure Package. The Company will deliver the Firm Offered 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) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., a.m., New York City time, on December 21, 2016, November 30, 2017, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." "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 The Offered Securities so to be delivered or evidence of the Firm Securities their issuance 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 available 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, checking at the above office of Cravath, Swaine & Moore LLP. Delivery of LLP at least 24 hours prior to the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
and herein contained, but subject to the terms and conditions
herein set
forth herein, forth, the Company agrees to sell to the
several Underwriters, Underwriter, and
each of the
Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the
Company, at a purchase price of $20.96250 per share, Company the
respective number of
Firm Securities shares of Stock set forth opposite the
names name of the
Underwriter...s Underwriter in Schedule A hereto. The Underwriter hereby advises the Company that it intends to offer for sale to the public, initially on the terms set forth in the Pricing Prospectus, the Stock as soon after this Agreement has been executed and the Underwriter has determined is advisable and practicable. The purchase price per share to be paid by the Underwriter to the Company for the Stock will be $28.26 per share (the "Purchase Price"). 11 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 Stock to the Representatives Underwriter for its account, through the facilities of The Depository Trust Company, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer 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) drawn Underwriter payable to the order of the Company, Company at the office offices of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 12670 High Bluff Drive, San Diego, California 92130. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December September 21, 2016, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing "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 The 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 location of shares of Optional Securities specified in such notice delivery of, and the Underwriters agree, severally form of payment for, the Stock may be varied by agreement between the Company and not jointly, the Underwriter. The Underwriter proposes to purchase such Optional Securities. Such Optional Securities shall be purchased offer the Stock for sale upon the account of each Underwriter terms and conditions set forth 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. 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, Purchasers, and each of the
Underwriters Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of
$20.96250 per share, 97.0% of the principal amount thereof plus accrued interest, if any, from August 17, 2018 to the Closing Date, 13 the respective
number principal amounts of
Firm ...Offered Securities set forth opposite the names of the Underwriters several Purchasers in Schedule A hereto. The Company will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters Purchasers in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters Purchasers 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 Avenue, New York, NY 10019, 1600 El Camino Real, Menlo Park, California 94025, at 10:00 A.M., a.m., New York time, on December 21, 2016, August 17, 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 "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 The Offered Securities so to be delivered or evidence of the Firm Securities their issuance 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 available 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, checking at the above office of Cravath, Swaine Davis Polk & Moore LLP. Delivery of Wardwell LLP at least 24 hours prior to the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Closing Date.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the
Company Selling Shareholder agrees to sell to
each of the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Selling Shareholder, at a purchase price of
$20.96250 $98.00 per share, the
respective number of
Firm the Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The
C...ompany Selling Shareholder will deliver the Firm Offered 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 acceptable to the Underwriters as specified by the Company (and acceptable Selling Shareholder to the Representatives) drawn Underwriters at least 24 hours prior to the order of the Company, Closing Date (as defined below), at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 9:30 A.M., New York time, on December August 21, 2016, 2020, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative, the Company and the Representatives, Selling Shareholder determine, such time being herein referred to as the "First Closing "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 The Offered Securities so to be delivered or evidence of the Firm Securities their issuance will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given available for checking at least 24 hours prior to the Company from time Closing Date. -16- Without limiting the applicability of this Section 4 hereof or any other provision of this Agreement, with respect to time not more than 30 days subsequent any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Offered 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 being sold by the Company as Selling Shareholder, the Offered Securities being sold to which the Underwriters are exercising the option such Underwriter shall not include any securities attributable to such client (with any such shares instead being allocated 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 sold to the Underwriters other Underwriters) and, accordingly, the number of shares of Optional Securities specified in fees or other amounts received by 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 transactions contemplated hereby shall be sold not include any fees or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right other amounts attributable 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. client.
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