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 $[●] 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 representations, warranties and covenan
...ts 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 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 (a)On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the
Company Selling Stockholder agrees to sell to the
Underwriters Underwriter and
each the Underwriter
agrees, severally and not jointly, agrees to purchase,
8,207,821 Shares at a price of
$[●] $14.75 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 share. The obligations of the representations, warranties Company and covenants herein contained, and subject to of the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally Selling Stockholder shall be several 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 joint. (b)Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds to an account designated by the Selling Stockholder against delivery of certificates or book-entry interests entitlements therefor to the Representative for the several accounts of the Underwriters. Underwriter. Such payment and delivery are to be made through the facilities of The Depository Trust Company, DTC, New York, New York, at 10:00 a.m., New York time, on the second third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you you, the Company and the Company Selling Stockholder 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 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 but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to sell to each Underwriter severally and not jointly, and each Underwriter severally and not jointly agrees to purchase from the Company at a purchase price per share of $24.2125, the respective number of Shares set forth opposite such Underwriter's name in Schedule I, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(c) hereof. 21 (b) Payment of the purchase price for, and delivery of (including any certificates representing), the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, at the office of Mayer Brown LLP, 71 South Wacker Drive, Chicago, Illinois 60606 ("Underwriter Counsel"), or at such other place as shall be agreed upon by the Representatives and the Company, with respect to the Shares at 10:00 A.M., New York City time, on the seventh business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the terms of this Agreement) following the effective date of this Agreement or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, or such other time and date as shall be agreed upon by the Representatives and the Company. Such time and date of payment and delivery of the Shares is herein called the "Closing Date". It is understood that each Underwriter has authorized the Representatives, for its own account, to accept delivery of, receipt for, and make payment of the purchase price for the Shares which it has agreed to purchase. Payment for the Shares to be purchased on the Closing Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to purchase be purchased on such date, with any transfer taxes payable in connection with the Option sale of the 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 duly paid by the Company and payable on Company. Delivery of the Shares but not payable on shall be made through the Option Shares. facilities of the Depository Trust Company ("DTC") unless the Representatives shall otherwise instruct. The option granted hereby Shares (including the certificates representing the Shares, if any) shall be registered in such name or names and shall be in such denominations as the Representatives may be exercised in whole or in part by giving written notice (i) request at any time least two business days 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 will be delivered. The time and date at which book-entry interests made available for Option Shares are to be delivered shall be determined inspection by the Representative but shall Representatives not be earlier than three nor later than 10 full 1:00 P.M., New York City time, on the business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), nor in any event day prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any Date. (c) If one 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 Underwriters shall set fail at the Closing Date to purchase the Shares which it is obligated to purchase under this Agreement (the "Defaulted Shares"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for itself, any non-defaulting Underwriter, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Shares in such numbers as may be agreed upon and upon the Option Closing Date. The terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Option Defaulted Shares does not exceed 10% of the number of Shares to be purchased by each Underwriter on such date, the non-defaulting Underwriters shall be in obligated to purchase all of the same Defaulted Shares thereof (in proportion to the total number of Option Shares being purchased as set forth opposite their respective names in Schedule I hereto); or (ii) if the number of General Defaulted Shares being exceeds 10% of the number of Shares to be purchased by on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. 22 No action taken pursuant to this Section 2(c) shall relieve any defaulting Underwriter bears from liability in respect of its default. In the event of any such default which does not result in termination of this Agreement, either those Representatives who are non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements and the Company agrees to file promptly any amendment or supplement to the total number Registration Statement or the Prospectus which, in the opinion 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 Underwriter Counsel, may thereby be made on the Option Closing Date necessary or advisable. The term "Underwriter" as used in federal (same day) funds drawn this Agreement shall include any party substituted under this Section 2(c) with like effect as if it had originally been a party 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. this Agreement with respect to such Shares.
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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 but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to the several Underwriters sell to each Underwriter severally and not jointly, and each Underwriter severally and not jointly agrees to purchase from the Option Shares Company at the a purchase price per share as of $48.42, the number of Shares set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(a) hereof, less an amount per share equal 2(e) hereof. (b) Payment of the purchase price for, and delivery of (including any certificates representing), the Shares shall be made at the office of Mayer Brown LLP, 71 South Wacker Drive, Chicago, Illinois 60606 ("Underwriter Counsel"), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the terms of this Agreement) following the effective date of this Agreement or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the "Closing Date"). It is understood that each Underwriter has authorized the Representatives, for its own account, to any dividends or distributions declared accept delivery of, receipt for, and make payment of the purchase price for the Shares which it has agreed to purchase. 20 Payment of the purchase price for the Shares shall be made by wire transfer in same day funds to the Company at the bank account designated in writing 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 least one business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), nor in any event day prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any Date, upon delivery of the foregoing Shares 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 Representatives through the facilities of The Depository Trust Company, New York, New York. Company ("DTC") for the respective accounts of the Underwriters. The Shares (including the certificates representing the Shares, if any) shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two business days before the Closing Date. The Company will permit the Representatives to examine and package the certificates representing the Shares, if any, for delivery at least one full business day prior to the Closing Date. (c) If one of the Underwriters shall fail at the Closing Date to purchase the Shares which it is obligated to purchase under this Agreement (the "Defaulted Shares"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for itself, any non-defaulting Underwriter, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of the Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof (in proportion to the number of Shares set forth opposite their respective names in Schedule I hereto); or (ii) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 2(e) shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in termination of this Agreement, either the non-defaulting Underwriter or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriter Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 2(e) with like effect as if it had originally been a party to this Agreement with respect to such Shares. 21 3. Offering. Upon authorization of the release of the Shares by the Representatives, the Underwriters propose to offer the Shares for sale to the public upon the terms and conditions set forth in the General Disclosure Package and the Prospectus Supplement.
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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 but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to the several Underwriters sell to each Underwriter severally and not jointly, and each Underwriter severally and not jointly agrees to purchase from the Option Shares Company at the a purchase price per share as of $55.72, the number of Shares set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(a) hereof, less an amount per share equal 2(c) hereof. (b) Payment of the purchase price for, and delivery of (including any certificates representing), the Shares shall be made at the office of Mayer Brown LLP, 71 South Wacker Drive, Chicago, Illinois 60606 ("Underwriter Counsel"), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the terms of this Agreement) following the effective date of this Agreement or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery 20 being herein called the "Closing Date"). It is understood that each Underwriter has authorized the Representatives, for its own account, to any dividends or distributions declared accept delivery of, receipt for, and make payment of the purchase price for the Shares which it has agreed to purchase. Payment of the purchase price for the Shares shall be made by wire transfer in same day funds to the Company at the bank account designated in writing 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 least one business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), nor in any event day prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any Date, upon delivery of the foregoing Shares 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 Representatives through the facilities of The Depository Trust Company, New York, New York. Company ("DTC") for the respective accounts of the Underwriters. The Shares (including the certificates representing the Shares, if any) shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two business days before the Closing Date. The Company will permit the Representatives to examine and package the certificates representing the Shares, if any, for delivery at least one full business day prior to the Closing Date. (c) If one of the Underwriters shall fail at the Closing Date to purchase the Shares which it is obligated to purchase under this Agreement (the "Defaulted Shares"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for itself, any non-defaulting Underwriter, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of the Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, the non-defaulting Underwriter shall be obligated to purchase the full amount thereof (in proportion to the number of Shares set forth opposite their respective names in Schedule I hereto); or (ii) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 2(c) shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in termination of this Agreement, either the non-defaulting Underwriter or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the opinion of Underwriter Counsel, may thereby be made necessary or advisable. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 2(c) with like effect as if it had originally been a party to this Agreement with respect to such Shares. 21 3. Offering. Upon authorization of the release of the Shares by the Representatives, the Underwriters propose to offer the Shares for sale to the public upon the terms and conditions set forth in the General Disclosure Package and the Prospectus Supplement.
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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 Selling Stockholder agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of
$[●] $22.40 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. II hereto. (b)
On the basis of the r...epresentations, 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 to an account or account(s) designated by the Selling Stockholder for the shares to be sold by it against delivery of book-entry interests certificates 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 you, the Company and the Company Selling Stockholder 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 Date". 16 4. OFFERING BY THE UNDERWRITERS. It 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 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 understood that 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 make a public offering of the foregoing Shares as soon as they deem it advisable 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. do so.
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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,
each of the
Company agrees Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to
16 purchase, at a price of
$[●] $22.40 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. II-A hereto. (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 to an account or account(s) designated by the Selling Stockholders for the shares to be sold by it against delivery of book-entry interests certificates 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 you, the Company and the Company Selling Stockholders 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 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. 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 Selling Stockholder agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of
$[●] $22.45 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. II hereto. (b)
On the basis of the r...epresentations, 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 to an account or account(s) designated by the Selling Stockholder for the shares to be sold by 16 it against delivery of book-entry interests certificates 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 you, the Company and the Company Selling Stockholder 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 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. 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 each Selling Stockholder, severally and not jointly, 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 of the Selling Stockholders on Schedule I
hereto, subject to adjustments in accordance with ...Section 8 hereof. (b) On hereto and the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company Underwriter agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] $14.05 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) hereto. (b) 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 (or book entry) therefor to the Representative for the several accounts of the Underwriters. Underwriter. 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 fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you you, the Company and the Company Selling Stockholders shall agree upon, such time and date being herein 15 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 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
$[●] $27.43 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 June 26, 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 and covenants herein contained, and subject to the conditions herein set forth,
the Company each Selling Shareholder agrees to sell to the
Underwriters 17 Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a price of
$[●] $17.52 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 num...ber of Shares to be purchased by each Underwriter from each Selling Shareholder shall be as nearly as practicable in the basis of the representations, warranties and covenants herein contained, and subject same proportion to the conditions herein set forth, the Company agrees to sell to the Underwriters and total number of Shares being sold by each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, Selling Shareholder as the number of Brookfield Shares set forth opposite being purchased by each Underwriter bears to the name total number of Shares to be sold hereunder. The obligations of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) of the Selling Shareholders shall be several and not joint. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds to account(s) designated by each Selling Shareholder, in each case against delivery of book-entry book entry interests or certificates, as applicable, 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 third 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". The certificates for the Shares, as applicable, will be delivered in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date and will be made available for inspection by the Representatives at least one business day prior to 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 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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