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
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) 99.562% of the principal amount thereof of the 2017 Notes, the respective
number principal amounts of
Firm Securities the 2017 Notes set forth opposite the names of... the Underwriters in Schedule A hereto, (ii) 99.159% of the principal amount thereof of the 2019 Notes, the respective principal amounts of the 2019 Notes set forth opposite the names of the Underwriters in Schedule A hereto and (iii) 98.622% of the principal amount thereof of the 2024 Notes, the respective principal amounts of the 2024 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 time, on December 21, 2016, June 5, 2014, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." "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, 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 A Warrants set forth opposite the names of the
...Underwriters in Schedule A hereto. The purchase price to be paid by the Underwriters to the Company for the Securities will be $10.285 per Share and accompanying Class A Warrants (or, for Pre-Funded Warrants in lieu of Shares, $10.284 per Pre-Funded Warrant and accompanying Class A Warrants) (the "Purchase Price"). The Company will deliver (a) the Firm Securities Shares and Class A 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 Cooley LLP, 825 Eighth Avenue, 55 Hudson Yards, 44th Floor, New York, NY 10019, New York, 10001. 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 April 16, 2019, in accordance with Rule 15c6-1 of the Exchange Act. 19 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, 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, the respective number of
Firm Securities shares of Stock and Warrants set forth opposite the names of the Underwriters in Schedule A hereto. T
...he purchase price to be paid by the Underwriters to the Company for each share of Stock and the accompanying Warrant to purchase 500 shares of Common Stock will be $1,900.00 (the "Purchase Price"). The Company will deliver the Firm Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters the Stock and Warrants through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in 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 Representatives 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. 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 each Underwriter hereunder. The time and date 14 of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at October 27, 2017, 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 Stock and Warrants may be varied by agreement between the Company and the Underwriters. The Underwriters agree, severally propose to offer the Stock and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased Warrants 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, 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, the respective number of
Firm Securities shares of Stock and Warrants set forth opposite the names of the Underwriters in Schedule A hereto. T
...he purchase price to be paid by the Underwriters to the Company for each share of Stock and the accompanying Warrant to purchase 0.5 shares of Common Stock will be $1.90 (the "Purchase Price"). The Company will deliver the Firm Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters the Stock and Warrants through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in 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 Representatives 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. 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 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 October 27, 2017, 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 Stock and Warrants may be varied by agreement between the Company and the Underwriters. 14 The Underwriters agree, severally propose to offer the Stock and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased Warrants 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 and each Selling Stockholder, severally and not jointly, agree to sell to
the several Underwriters, each Underwriter, and each
of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the
Company, Company and each Selling Stockholder, at a purchase price of
$20.96250 $27.14 per share,
the respective that number of
Firm Offered Secu...rities (rounded up or down, as determined by the Representative in order to avoid fractions) obtained by multiplying 17,706,924 Offered Securities, in the case of the Company, and the number of Offered Securities set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule A hereto. hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Offered Securities. 13 The Company will deliver to the Firm Securities to Underwriters, or as instructed by the Representatives Representative for the accounts of the several Underwriters Underwriters, the Offered Securities to be sold by it, and the Selling Stockholders will deliver to the Underwriters, or as instructed by the Representative for the accounts of the several Underwriters, the Offered Securities to be sold by them, in each case in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters therefor 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, in the case of the Offered Securities to be sold by the Company, or to the Selling Stockholders, in the case of the Offered Securities to be sold by the Selling Stockholders, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., 9:00 a.m., New York time, on December 21, 2016, January 17, 2018, 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 Stockholders 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 LLP at a reasonable time in advance of 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 Units set forth opposite the names of the Underwriters in Schedule A
hereto. hereto, ...at a purchase price per Unit of $1.9065 (the "Per Unit Purchase Price"). 13 The Company will deliver the Firm Securities Shares, through the facilities of The Depository Trust Company, and the Warrants to or the Representative (or to such other persons as instructed specified by the Representatives for Representative) issued in such names and in such denominations as the accounts of the several Underwriters Representative 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 Closing Date or such other date as shall be mutually acceptable against payment of the purchase price aggregate Per Unit 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 Representative payable to the order of the Company, Company for the Securities sold by them. Time shall be of the essence, and delivery at the office time and place specified pursuant to this Agreement is a further condition of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, 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 June 8, 2015, 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 Units may be varied by agreement between the Company and the Representative. The several Underwriters agree, severally propose to offer the Units 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 subject to the terms and conditions set forth herein, the
Company Selling Stockholder 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, Selling Stockholder, at a purchase price of
$20.96250 $26.93 per share,
the respective that number of
Firm Offered Securities set forth opposite the
names name of
the Underwriters...A B hereto. The Company Selling Stockholder will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts account of the several Underwriters Underwriter 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 the account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, Selling Stockholder at the office of Cravath, Swaine Debevoise & Moore Plimpton LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., 9:00 a.m., New York time, on December 21, 2016, September 9, 2019, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." "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 Selling Stockholder shall deliver the Firm Offered 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
10 from the
Company, Company the respective principal amount of Offered Securities set forth opposite such Underwriter's name in Schedule A hereto at a purchase price of
$20.96250 per share, the respective number of Firm Securities set forth oppos...ite the names 99.527% of the Underwriters principal amount of the 2019 Notes and 99.047% of the principal amount of the 2026 Notes, in Schedule A hereto. each case plus accrued interest, if any, from January 13, 2016, to the Closing Date (as hereinafter defined). 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 Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, 10017, at 10:00 9:30 A.M., New York time, on December 21, January 13, 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 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 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 Units set forth opposite the names of the Underwriters in Schedule A
hereto. hereto, ...at a purchase price per Unit of $2.05 (the "Per Unit Purchase Price"). 13 The Company will deliver the Firm Securities Shares, through the facilities of The Depository Trust Company, and the Warrants to or the Representative (or to such other persons as instructed specified by the Representatives for Representative) issued in such names and in such denominations as the accounts of the several Underwriters Representative 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 Closing Date or such other date as shall be mutually acceptable against payment of the purchase price aggregate Per Unit 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 Representative payable to the order of the Company, Company for the Securities sold by them. Time shall be of the essence, and delivery at the office time and place specified pursuant to this Agreement is a further condition of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, 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 June 8, 2015, 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 Units may be varied by agreement between the Company and the Representative. The several Underwriters agree, severally propose to offer the Units 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 subject to the terms and conditions set forth herein, the
Company agrees Selling Securityholders agree to sell
the Securities to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Selling Securityholders, at a purchase price of
$20.96250 $9.40875 per
share, share (the 17 "Purchase Price"), the respective number of
Firm shares of Securities
(subject to such adjus...tments to eliminate fractional shares as you may determine) set forth in Schedule A hereto opposite the names name of such Underwriter. Subject to the sale of the Offered Securities by the Selling Securityholders to the Underwriters in Schedule A hereto. compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed herein to purchase from the Underwriters, the number of Repurchase Shares specified herein at the Purchase Price, as described in the General Disclosure Package and the Final Prospectus. The Company Selling Securityholders 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 the accounts specified by the Company (and acceptable Selling Securityholders to the Representatives) Representative in writing at least 48 hours in advance and drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Selling Securityholders, at 10:00 A.M., New York time, on December 21, 2016, November 22, 2022, 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 Securityholders determine, such time being herein referred to as the "First "Closing Date". In addition, subject to the sale of the Offered Securities by the Selling Securityholders to the Underwriters in compliance with the terms of this Agreement, payment of the purchase price for the Repurchase Shares shall be made by the Company to the Underwriters in federal (same day) funds by wire transfer to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the 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 The Securities so to be delivered or evidence of the Firm Securities their issuance will be made through available for checking at the facilities office of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given Davis Polk & Wardwell LLP at 450 Lexington Avenue, New York, New York 10017, at least 24 hours prior 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. Date.
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