Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Compan
...y is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.
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Sale and Purchase.
(a) Initial Shares. Upon the basis of the representations and warranties and
subject to the other terms and conditions
herein set
forth, forth in this Agreement, the Company agrees to
sell and to issue
and sell to the
respective Underwriters
the Initial Shares and each
of the Underwriters, Underwriter agrees, severally and not jointly,
agrees to purchase from the
Company the Company, at a purchase price of $17.424 per share (the "Purchase Price"), that number of
Firm Initial Shares set forth
in ...Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares that such Underwriter in Schedule A attached hereto, subject may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, subject, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that case, to such adjustments among the Underwriters intend (i) as the Representatives, in their sole discretion, shall make to make a public offering eliminate any sales or purchases of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon fractional shares. (b) Option Shares. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, forth in this Agreement, the Underwriters shall have Company hereby grants an option to the right to purchase, Underwriters, severally and not jointly, to purchase from the Company, ratably in accordance with Company up to an additional 413,226 shares of Common Stock at the number of Firm Purchase Price per share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares to be purchased by each of them, all or a portion of but not payable on the Additional Option Shares as may be necessary to cover over-allotments made in connection with the offering Offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Initial Shares. The Over-Allotment Option option granted by this Section 1(b) will expire 30 days after the date hereof and may be exercised by the Representatives on behalf of the several Underwriters at any time and in whole or in part from time to time on in one or before more (but not more than three) installments, including at the thirtieth day following the date of the Prospectus, by Closing Time, upon written notice by the Representatives to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option is being exercised Underwriters are then exercising the option and the time and date of payment for and delivery of such Option Shares in book-entry form. Any such time when the Additional and date of payment for and delivery of such Option Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier determined by the Representatives, but shall not be later than the "time of purchase" (as defined below) five (5) full business days, nor earlier than the second two (2) full business day days after the date on which the Over-Allotment Option shall have been exercised exercise of such option, nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion in any event prior to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Closing Time, unless otherwise agreed in each case, to such adjustment as writing by the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. and the Company (any such date, a "Secondary Closing Date").
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Sale and Purchase.
Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth,
(a) the Company agrees to
issue and sell to
each of the
respective Underwriters Underwriters, and each of the
Underwriters, Underwriters agrees, severally and not jointly,
agrees to purchase from the
Company Company, at a purchase price per share of $16.56 (the "Purchase Price"), the number of Firm Shares
determined by multiplying the aggregate number of Firm Shares to be sold b...y the Company hereunder by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price I hereto and the denominator of $[ ● ] per Share. The Company which is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, the Company agrees to sell to each of them, all or a portion the Underwriters, and each of the Additional Underwriters agrees, severally and not jointly, to purchase from the Company, at the Purchase Price, the number of Option Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the number of Option Shares as may be necessary to cover over-allotments made which such election shall have been exercised by the fraction set forth in connection with clause (a) above. The Company hereby grants to the offering of Underwriters the Firm right to purchase at their election up to an additional 66,666 Option Shares, at the same purchase price per Share Purchase Price. The Underwriters may exercise their option to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment acquire Option may be exercised by the Representatives on behalf of the several Underwriters at any time and Shares in whole or in part from time to time on or before only by written notice from the thirtieth day following Representatives to the Company, given within a period of forty-five (45) calendar days after the date of the Prospectus, by written notice to the Company. Such notice shall set this Agreement and setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option is being exercised be purchased and the date and time when the Additional on which such Option Shares are to be delivered (any delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than one or later than five (5) business days after the date of such date notice. It is understood that the several Underwriters propose to offer the Firm Shares for sale to the public upon the terms and conditions set forth in the Prospectus. 16 3. Payment and Delivery. The Company will deliver the Firm Shares to the Representatives through the facilities of The Depository Trust Company ("DTC") for the accounts of the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer drawn to the order of the Company at the offices of Duane Morris LLP, 1540 Broadway, New York, NY 10036, at 9:00 A.M., New York time, on August 31 2020, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company may determine, such time being herein referred to as an "additional time the "Closing Date." For purposes of purchase"); provided, however, that no additional time of purchase shall be earlier than Rule 15c6-1 under the "time of purchase" (as defined below) nor earlier than Exchange Act, the second business day after the date on which the Over-Allotment Option shall have been exercised nor Closing Date (if later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter otherwise applicable settlement date) shall be the number settlement date for payment of funds and delivery of securities for all the Firm Shares. Each time for the delivery of and payment for the Option Shares, being herein referred to as an "Option Closing Date," which bears may be the same proportion to Closing Date, shall be determined by the aggregate number of Additional Representatives and the Company as provided above. The Company will deliver the Option Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears each Option Closing Date to the total number Representatives through the facilities of Firm Shares (subject, DTC for the accounts of the Underwriters, against payment of the purchase price therefor in each case, Federal (same day) funds by wire transfer drawn to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. order of the Company at the above office of Duane Morris LLP, at 9:00 A.M., New York time on the applicable Option Closing Date.
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Sale and Purchase.
(a) Initial Shares. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth,
at the purchase price per share of Common Stock of $12.455 with respect to 1,757,918 of the Initial Shares and $13.25 with respect to 507,082 of the Initial Shares, the Company agrees to
issue and sell to the
respective Underwriters
the Initial Shares, and each
of the Underwriters, Underwriter agrees, severally and not jointly,
agrees to purchase
... from the Company the number of Firm Initial Shares set forth in Schedule I opposite the name such Underwriter's name, plus any additional number of Initial Shares which such Underwriter in Schedule A attached hereto, subject may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, subject in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that case, to such adjustments among the Underwriters intend (i) as the Representative in its sole discretion shall make to make a public offering eliminate any sales or purchases of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. fractional shares. (b) Option Shares. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, at the Underwriters shall have purchase price per share of Common Stock set forth in paragraph (a) above, the right Company hereby grants an option to purchase, the Underwriters, acting severally and not jointly, to purchase from the Company, ratably in accordance with all or any part of the Option Shares, plus any additional number of Firm Option Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same proportion which such Underwriter may become obligated to purchase price per Share to be paid by the Underwriters pursuant to the Company for provisions of Section 9 hereof. The option hereby granted will expire 30 days after the Firm Shares. The Over-Allotment Option date hereof and may be exercised by the Representatives on behalf of the several Underwriters at any time and in whole or in part from time to time on or before within such 30-day period upon notice by the thirtieth day following the date of the Prospectus, by written notice Representative to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option is being exercised several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time when the Additional Shares are to be delivered (any such and date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase delivery (an "Option Closing Time") shall be earlier determined by the Representative, but shall not be later than three full business days (or earlier, without the "time consent of purchase" (as defined below) nor earlier the Company, than the second two full business day days) after the date on which the Over-Allotment Option shall have been exercised exercise of such option, nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion in any event prior to the aggregate number Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of Additional Shares being purchased as the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase its proportionate share of the number of Firm Option Shares then being purchased based on its proportionate share of the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Underwriter, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the
Company Partnership agrees to issue and sell to the respective
Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the
Company Partnership, the number of Firm
Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section
8 9 hereof, in each case at a
... purchase price of $[ ● ] $23.00 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Unit. In addition, the Company Partnership hereby grants to the several Underwriters the option (the "Over-Allotment Option") "Option to Purchase Additional Units") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Partnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made Units in connection with the offering event the Underwriters sell more than the number of the Firm Shares, Units, at the same purchase price per Share Unit to be paid by the Underwriters to the Company Partnership for the Firm Shares. Units. The Over-Allotment Option to Purchase Additional Units may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Partnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option to Purchase Additional Units is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. below). The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), Units), subject to adjustment in accordance with Section 8 9 hereof.
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Sale and Purchase.
Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth,
(a) the Company agrees to
issue and sell to
each of the
respective Underwriters Underwriters, and each of the
Underwriters, Underwriters agrees, severally and not jointly,
agrees to purchase from the
Company Company, at a purchase price per share of $23.25 (the "Purchase Price"), the number of Firm Shares
determined by multiplying the aggregate number of Firm Shares to be sold b...y the Company hereunder by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price I hereto and the denominator of $[ ● ] per Share. The Company which is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, the Company agrees to sell to each of them, all or a portion the Underwriters, and each of the Additional Underwriters agrees, severally and not jointly, to purchase from the Company, at the Purchase Price, the number of Option Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the number of Option Shares as may be necessary to cover over-allotments made which such election shall have been exercised by the fraction set forth in connection with clause (a) above. The Company hereby grants to the offering of Underwriters the Firm right to purchase at their election up to an additional 150,000 Option Shares, at the same purchase price per Share Purchase Price. The Underwriters may exercise their option to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment acquire Option may be exercised by the Representatives on behalf of the several Underwriters at any time and Shares in whole or in part from time to time on or before only by written notice from FBR to the thirtieth day following Company, given within a period of thirty (30) calendar days after the date of the Prospectus, by written notice to the Company. Such notice shall set this Agreement and setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option is being exercised be purchased and the date and time when the Additional on which such Option Shares are to be delivered (any such date and time being herein referred to delivered, as an "additional time of purchase"); provided, however, that determined by FBR but in no additional time of purchase shall be event earlier than the "time of purchase" (as defined below) nor Closing Date or, unless FBR and the Company otherwise agree in writing, earlier than the second one or later than five (5) business day days after the date on which of such notice. It is understood that the Over-Allotment Option shall have been exercised nor later than several Underwriters propose to offer the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Firm Shares to be sold to each Underwriter shall be the number which bears the same proportion for sale to the aggregate number of Additional Shares being purchased as public upon the number of Firm Shares terms and conditions set forth opposite in the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Prospectus.
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Sale and Purchase. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth,
at the purchase price per share of Common Stock of $ , the Company agrees to
issue and sell to the
respective Underwriters
the number of Initial Shares set forth in Schedule I opposite its name and each
of the Underwriters, Underwriter agrees, severally and not jointly,
agrees to purchase from the Company the number of
Firm Initial Shares set forth
in Schedule II op...posite such Underwriter's name, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject in each case, to such adjustments among the Underwriters as the Representative in their sole discretion shall make to eliminate any sales or purchases of fractional shares; provided, however, that the purchase price per share of the Reserved Shares shall be $ . (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, the Company and the Selling Stockholder hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company and the Selling Stockholder, all or any part of the Option Shares set forth in Schedule I opposite such party's name, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the -3- provisions of Section 10 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (an "Option Closing Time") shall be determined by the Representative, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company and the Selling Stockholder will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule II opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Initial Shares, plus any additional number of Option Shares (subject, which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine Representative in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth, the Company agrees to
issue and sell to the
respective Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a price per share of $24.2125, the number of Initial Shares set forth in Schedule I opposite such Underwriter's name, plus any additional number of Initial Shares that such Underwriter may become obligated to p...urchase pursuant to the provisions of Section 8 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire at the Closing Time and may be exercised in whole or in part upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option. The time and date of payment and delivery for such Option Shares shall be the 3 Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, agrees to will purchase from that proportion of the Company total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule I opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the
Company Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the
Company Partnership the number of Firm
Shares Units set forth opposite the name of such Underwriter in Schedule A
attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price o
...f $[ ● ] $64.35 per Share. Unit. The Company Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon as practicable after the effective date execution and delivery of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. this Agreement. 2 In addition, the Company Partnership hereby grants to the several Underwriters the option (the "Over-Allotment Option") "Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Partnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as they may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, determine, at the same purchase price per Share unit to be paid by the Underwriters to the Company Partnership for the Firm Shares. Units, less an amount per share equal to any dividends or distributions declared by the Partnership and payable on the Firm Units but not payable on the Additional Units. The Over-Allotment Option may be exercised by Merrill Lynch, Pierce, Fenner and Smith Incorporated, J.P. Morgan Securities LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the Representatives "Representatives") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Partnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), units), subject to adjustment in accordance with Section 8 hereof. The Partnership shall not be obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable delivery date except upon payment for all such Units to be purchased on such delivery date as provided herein.
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Sale and Purchase.
(a) Initial Shares. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth,
at the purchase price per share of Common Stock of $11.30, the Company agrees to
issue and sell to the
respective Underwriters
the Initial Shares and each
of the Underwriters, Underwriter agrees, severally and not jointly,
agrees to purchase from the Company
the that number of
Firm Initial Shares set forth opposite the name of such Underwriter in
... Schedule A attached I hereto, subject plus any additional number of Initial Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, subject in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that case, to such adjustments among the Underwriters intend (i) as the Underwriters in their sole discretion shall make to make a public offering eliminate any sales or purchases of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. fractional shares. (b) Option Shares. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, at the Underwriters shall have purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the right Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to purchase, the Underwriters, acting severally and not jointly, to purchase from the Company, ratably Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in accordance with whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Company setting forth the number of Firm Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears same percentage of the same proportion to the aggregate total number of Additional Option Shares then being purchased as the number of Firm Initial Shares set forth in Schedule I opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions
herein set
forth, forth herein, the
Company Selling Unitholder agrees to
issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the
Company Selling Unitholder, the number of Firm
Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section
8 10 hereof, in
... each case at a purchase price of $[ ● ] $56.454 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Unit. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, forth herein, in the event that the Underwriters shall have sell more Common Units in the right Offering than the number of Firm Units, the Selling Unitholder hereby grants to the several Underwriters the option (the "Option") to purchase, severally and not jointly, from the Company, Selling Unitholder, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, subject to such adjustments as the Representative may determine are necessary to eliminate fractional Units and subject to adjustment in accordance with Section 10 hereof, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units at the same purchase price per Share Unit to be paid by the Underwriters to the Company Selling Unitholder for the Firm Shares. Units. The Over-Allotment Option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Selling Unitholder. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to herein as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time time of purchase" purchase (as defined below) nor in Section 2 hereof) nor, if the additional time of purchase is after the time of purchase, earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.
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