Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the
terms and conditions herein set forth, the
Company agrees Selling Stockholders agree, severally and not jointly, to sell to
the Underwriters each Underwriter and each Underwriter agrees, severally and not jointly, to
purchase, purchase from the Selling Stockholders, at a price of
$[●] $23.22 per share, the number of
General Shares set forth opposite the name of each Underwriter on Schedule I he
...reto, subject to adjustments in accordance with Section 8 10 hereof. (b) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests certificates therefor to the Representative Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement March 25, 2019 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in federal (same day) funds drawn to the order of the Company against delivery of book-entry interests therefor through the facilities of The Depository Trust Company, New York, New York.
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Purchase Sale and Delivery of the Shares. (a) On the basis of the representations,
warranties warranties, covenants and
covenants agreements herein contained,
and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of General Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) On the basis of the repres...entations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $1.79, the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) The closing of the issuance of the Firm Shares shall be held at the office of White & Case LLP ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on April 1, 2019, or such other time and date as the Representative and the Company may agree upon in writing (such time and date of payment and delivery being herein called the "Closing Date"). Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the accounts specified by the Company upon delivery of the Firm Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants an to the Underwriters the option to the several Underwriters purchase up to purchase the Option 1,578,975 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The above. This option granted hereby may be exercised at any time and from time to time, in whole or in part by giving written notice (i) at any time on one or more occasions, on or before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after thirtieth day following the date of this Agreement, the Prospectus, by you, as written notice from the Representative of the several Underwriters, to the Company setting Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the several Underwriters are exercising the option is being exercised and the time date and date at which time, as reasonably determined by the Option Shares are to be delivered. The time and date at which book-entry interests for Option Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall be determined by the Representative but shall not be occur earlier than three the Closing Date or earlier than the second 19 full business day after the date on which the option shall have been exercised nor later than 10 the eighth full business days day after the exercise date on which the option shall have been exercised. On the basis of such option (unless the Representative representations, warranties, covenants and the Company otherwise agree in writing), nor in any event prior agreements herein contained, but subject to the Closing Date (such time terms and date being conditions herein referred to as the "Option Closing Date"). Notwithstanding set forth, upon any of the foregoing to the contrary, if the date of exercise of the option is two as to all or more business days before any portion of the Closing Date, Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the notice of exercise shall set Company the Closing Date as the Option Closing Date. The number of Option Additional Shares to be purchased by each Underwriter shall be in that bears the same proportion to of the total number of Option Additional Shares then being purchased as the number of General Firm Shares being purchased by set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option is exercised, payment to purchase Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. (d) The closing of the issuance of the Additional Shares shall be held at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Option Additional Shares shall be made on the Option Closing Date by wire transfer in federal (same day) same day funds drawn to the order account specified by the Company upon delivery of the Company against delivery of book-entry interests therefor Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Depository Trust Company, New York, New York. Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date.
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Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of
$[●] $4.371 per share, the number of
General Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b)
On the basis of the representations, warranties... and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor thereof to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." Date". As used herein, "business day" means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to 14 purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. hereof. The option granted hereby may be exercised only once, in whole or in part part, by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within until 30 days after from the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the Option Shares such certificates are to be delivered. The time and date at which book-entry interests certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any of the foregoing to the contrary, if If the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Firm Shares being purchased by such Underwriter bears to the total number of General Firm Shares, adjusted by you in such manner as to avoid fractional shares. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in federal (same day) funds drawn to the order of the Company against delivery of book-entry interests therefor day funds) through the facilities of The Depository Trust Company, Company in New York, New York. York drawn to the order of the Company.
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