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 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 Underwriters, and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] 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 9 hereof.
(b) On The number... of Firm Shares to be purchased by each Underwriter from each Seller 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 Firm 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 Firm Shares set forth opposite being purchased by each Underwriter bears to the name total number of Firm 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 interests or certificates, as applicable, 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 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." The book-entry interests or certificates, as applicable, for the Firm Shares, will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representative 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) (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 Selling Shareholders listed on Schedule II hereto hereby grants grant 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 hereof. The maximum number of Option Shares to any dividends or distributions declared be sold by the Company and payable Selling Shareholders is set forth opposite their respective names on the Shares but not payable on the Option Shares. Schedule II hereto. 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 Selling Shareholders 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 book-entry interests or certificates, as applicable, are to be delivered. If the option granted hereby is exercised in part, the respective 16 number of Option Shares to be sold by each of the Selling Shareholders listed on Schedule II hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which book-entry interests or certificates, as applicable, 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 three 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 Selling Shareholders. 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 each Selling Shareholder against delivery of book-entry interests or certificates, as applicable, 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 agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of
$[●] $112.70 per share, the number of
General Firm Shares set forth opposite the name of each Underwriter
on in Schedule I
hereto, hereof, subject to adjustments in accordance with Section
8 9 hereof. (b)
On the basis of the representatio...ns, 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 Federal (same day) funds against delivery of book-entry interests therefor to an account designated by the Representative for the several accounts Company. Delivery of the Underwriters. Such payment and delivery are to Firm Shares shall be made through the facilities of The Depository Trust Company, Company ("DTC") in New York, New York, in accordance with the instructions from the Underwriters. Certificates for the Shares shall be registered in such names and in such denominations as the Underwriters may request not less than two Business Days in advance of the Closing Date. The Company will cause the certificates, if any, representing the Shares to be made available for inspection, checking and packaging by the Underwriters at the office of DTC or its designated custodian not later than 1:00 p.m. on the Business Day prior to the Closing Date. Such payment and delivery shall be at 10:00 a.m., New York time, on the second business day after the date of this Agreement February 11, 2021 or at such other time and date time, not later than five business days thereafter 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) (c) In addition, on the basis of subject to 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 purchase, severally and not jointly, the Option Shares at the price per share as set forth in the first paragraph of this 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. 2. 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 from the date of this Agreement, upon written notice by you, as Representative Representatives 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 such Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be electronically delivered shall be determined by the Representative Representatives but shall not be earlier than three two 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 You may cancel such option at any time prior to its expiration by giving written notice of the foregoing such cancellation 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. 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 Federal (same day) funds drawn to the order of an account designated by the Company against electronic delivery thereof of book-entry interests therefor the Option Shares to the accounts of the Underwriters through the facilities of The Depository Trust Company, DTC in New York, New York. York, in accordance with the instructions from the Underwriters. Furthermore, notwithstanding the foregoing, upon mutual agreement of the Company and the Underwriters, the settlement and payment of the Shares may be accomplished through other customary delivery methods. 12 3. OFFERING BY THE UNDERWRITERS. (a) It is understood that the several Underwriters are to make a public offering of the Firm Shares as soon as the Representatives deem it advisable to do so. The Firm Shares are to be initially offered to the public at the public offering price set forth in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms. To the extent, if at all, that any Option Shares are purchased pursuant to Section 2 hereof, the Underwriters will offer them to the public on the foregoing terms. (b) It is further understood that you will act as the Representatives for the Underwriters in the offering and sale of the Shares in accordance with a Master Agreement Among Underwriters entered into by you and the several other Underwriters.
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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
$[●] $[•] 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 9 hereof.
16 (b)
On the basis of the representations, warrant...ies 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 designated by the Company 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 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." 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) (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 Selling Shareholders listed on Schedule II hereto hereby grants grant 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 hereof. The maximum number of Option Shares to any dividends or distributions declared be sold by the Company and payable each Selling Shareholder is set forth opposite such Selling Shareholder's name on the Shares but not payable on the Option Shares. Schedule II hereto. 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 and the Selling Shareholders 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 book-entry interests are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by each of the Selling Shareholders listed on Schedule II hereto shall be determined on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. 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), 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 three 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 and the Selling Shareholders. 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 accounts designated by the order of the Company Selling Shareholders against delivery of book-entry interests therefor through the facilities of The Depository Trust Company, New York, New York. 17 (d) If on the Option Closing Date, any Selling Shareholder fails to sell the Option Shares which such Selling Shareholder has agreed to sell on such date as set forth on Schedule II hereto, the Company agrees that it will sell or arrange for the sale of that number of Ordinary Shares to the Underwriters which represents the Option Shares which such Selling Shareholder has failed to so sell, as set forth on Schedule II hereto, or such lesser number as may be requested by the Representative.
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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 purchase, at a price of
$[●] $20.69375 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 Se...ction 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 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 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) Date". 15 (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Company Selling Stockholders, severally and not jointly, 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 maximum number of Option Shares to be purchased by the Underwriters is set forth opposite their respective names on Schedule II-B hereto. 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 Representatives of the several Underwriters, to the Company Selling Stockholders, 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 Representatives 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 three 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 Representatives 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 for the Option Shares to be sold by it against delivery of book-entry interests certificates 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 agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of
$[●] $7.05 per share, the number of
General Firm Shares set forth opposite the name of each Underwriter
on in Schedule I
hereto, hereof, subject to adjustments in accordance with Section
8 9 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 Federal (same day) funds to an account designated by the Company 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, 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 "First Closing Date." As (As used herein, "business day" means a day on which the NASDAQ 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) closed.) 15 (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 purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2(a) hereof, 2, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm 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 First Closing Date and (ii) at any time, and from time to time time, thereafter within 30 days after the date of this Agreement, by you, as Representative Representatives 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 Representatives 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 First Closing Date (such (any such time and date being herein referred to as the an "Option Closing Date"). Notwithstanding Date," which may be the First Closing Date). The First Closing Date and any of the foregoing Option Closing Date, if any, are sometimes herein referred to the contrary, if as a "Closing Date." If the date of exercise of the option is two three or more business days before the First Closing Date, the notice of exercise shall set the First Closing Date as the an 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 Representatives 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 an Option Closing Date in federal 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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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
$[●] $0.6204 per share, the number of
General Firm Shares set forth opposite the name of each Underwriter
on in Schedule I
hereto, hereof, subject to adjustments in accordance with Section
8 9 hereof. (b)
On the basis of the representatio...ns, 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 Federal (same day) funds to an account designated by the Company 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, 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 "First Closing Date." As (As used herein, "business day" means a day on which the NASDAQ 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) closed.) (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 purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2(a) hereof, 2, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm 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 First Closing Date and (ii) at any time, and from time to time time, thereafter within 30 days after the date of this Agreement, by you, as Representative of the several 14 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 First Closing Date (such (any such time and date being herein referred to as the an "Option Closing Date"). Notwithstanding Date," which may be the First Closing Date). The First Closing Date and any of the foregoing Option Closing Date, if any, are sometimes herein referred to the contrary, if as a "Closing Date." If the date of exercise of the option is two three or more business days before the First Closing Date, the notice of exercise shall set the First Closing Date as the an 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 an Option Closing Date in federal 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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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
$[●] $4.23 per share, the number of
General Firm Shares set forth opposite the name of each Underwriter
on in Schedule I
hereto, hereof, subject to adjustments in accordance with Section
8 9 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 Federal (same day) funds to an account designated by the Company 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, 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 "First Closing Date." As (As used herein, "business day" means a day on which the NASDAQ 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) closed.) (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 purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2(a) hereof, 2, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm 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 First Closing Date and (ii) at any time, and from time to time 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 14 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 First Closing Date (such (any such time and date being herein referred to as the an "Option Closing Date"). Notwithstanding Date," which may be the First Closing Date). The First Closing Date and any of the foregoing Option Closing Date, if any, are sometimes herein referred to the contrary, if as a "Closing Date." If the date of exercise of the option is two three or more business days before the First Closing Date, the notice of exercise shall set the First Closing Date as the an 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 an Option Closing Date in federal 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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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, the Underwriters agree, severally and not jointly, to purchase, at a price of
$[●] $17.07 per
share, 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. hereto. (b)
On the b...asis 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 (or book entry) 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 9:00 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 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) (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 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 Firm 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 only once thereafter within 30 days after the date of this Agreement, by you, you as Representative Representatives 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 Representatives but shall not be earlier than three two 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 Representatives 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. 16 3. OFFERING BY THE UNDERWRITER. It is understood that the several Underwriters are to make a public offering of the Firm Shares as soon as the Representatives deem it advisable to do so. The Firm Shares are to be initially offered to the public as set forth in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms.
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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
$[●] $[_discounted_] 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. hereto. (b)
On the basis of the representa...tions, 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 designated by the Company for the shares to be sold by it 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 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". 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) (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 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 maximum number of Option Shares to be purchased by the Underwriters is set forth opposite their respective names on Schedule II hereto. 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 12 days after the date of this Agreement, by you, as Representative Representatives of the several Underwriters, to the Company 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 Representatives 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 three 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 Representatives 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 for the Option Shares to be sold by it against delivery of book-entry interests certificates 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 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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