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. 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
at the
number price (the "Purchase Price") to be paid by the several Underwriters set forth in Schedule A hereto, the aggregate principal amount of
Firm Shares Securities set forth opposite the name of such Underwriter in Schedu
...le A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. hereof. The Company is advised by you the Representatives that the Underwriters intend (i) propose to make a public offering of their respective portions of the Firm Shares Securities as soon after the this Agreement has become effective date of the Registration Statement as in your the Representatives' judgment is advisable and (ii) initially advisable. The Company is further advised by the Representatives that the Securities are to offer be offered to the Firm Shares upon the terms set forth in the Prospectus. You may public from time to time, in one or more negotiated transactions, at prices that may be different than par. These sales may occur at market prices prevailing at the time increase or decrease the public offering price after the initial public offering of sale, at prices related to such extent as you may determine. prevailing market prices or at negotiated prices. 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 Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm Shares, Notes, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Notes (without giving effect to any accrued interest from the time of purchase to the additional time of purchase, as those terms are defined herein) solely to cover overallotments made in connection with the offering of the Notes. This overallotment option may be exercised by the Representatives on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) 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 principal amount of Additional Shares Notes as to which the Over-Allotment Option overallotment option is being exercised exercised, and the date and time when the Additional Shares Notes are to be delivered (any such (such date and time being herein referred to as an the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the "time time of purchase" purchase (as defined below) nor earlier later than the second three business day days 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. of such notice. The number aggregate principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number aggregate principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number of Firm Shares Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), Notes, subject to adjustment in accordance with Section 8 hereof. 3 2. Payment and Delivery. Payment of the purchase price for the Securities shall be made to the Company by Federal Funds wire transfer, against delivery of the Securities to you through the facilities of DTC for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on September 27, 2019 (unless another time shall be agreed to by you and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is hereinafter sometimes called "the time of purchase." Electronic transfer of the Securities shall be made to you at the time of purchase in such names and in such denominations as you shall specify. Payment of the purchase price for the Additional Notes shall be made at the additional time of purchase, if any, in the same manner and at the same office as the payment for the Notes. Electronic transfer of the Additional Notes shall be made to you at the additional time of purchase in such names and in such denominations as you shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, N.Y. 10036 at 10:00 A.M., New York City time, on the date of the closing of the purchase of the Securities.
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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 $37.80, the Company agrees to
issue and sell to the
respective Underwriters
the number of 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 such Underw...riter's name, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case, to such adjustments among the Underwriters as the Representative in its 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 of Common Stock set forth in paragraph (a) above, 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 which such Underwriter may become -2- 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 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 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 as the number of 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 Representative in its 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 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 $18.40 (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 93,750 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 such date and time being herein referred to delivered, as an "additional time of purchase"); provided, however, that determined by the Representatives but in no additional time of purchase shall be event earlier than the "time of purchase" (as defined below) nor Closing Date or, unless the Representatives 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.
(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 Preferred Stock of $24.2125, 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 Underwrit
...er 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 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. 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 Preferred Stock set forth in paragraph (a) above, the right Company hereby grants an option to purchase, the Underwriters, acting severally and not 2 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 whole or in part from time to time (but not more than two times in the aggregate) 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 written notice by the Representatives to the Company setting forth the number of Firm 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 (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.
(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 $[ ], the Company agrees to
issue and sell to the
respective Underwriters
the number of 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 such Underwri...ter's name, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case, to such adjustments among the Underwriters as the Representative in its 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 of Common Stock set forth in paragraph (a) above, 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 which such Underwriter may become -2- 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 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 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 as the number of 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 Representative in its 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 other terms and conditions
and agreements herein set forth,
at the purchase price per share of Common Stock of $[●]1, the Company agrees to
issue and sell to
the respective Underwriters each Underwriter, and each
of the Underwriters, Underwriter, severally and not jointly, agrees to purchase from the
Company the Company, that number of
Firm Initial Shares set forth
in Schedule I opposite
the name such Underwriter's name, plu...s 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 representations and warranties and subject to the other terms and conditions and agreements 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 which such Underwriter may become obligated to be purchased by each purchase pursuant to the provisions of them, all or a portion of Section 8 hereof. The option hereby granted will expire 30 days after the Additional Shares as date hereof and may be necessary exercised in whole or in part from time to cover time within such 30-day period only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Firm Shares, at the same purchase price per Share to be paid Initial Shares upon notice by the Underwriters Representative 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 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 exercise of such option, nor in any event prior to the Over-Allotment Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option shall have been exercised nor later than Shares, the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The Company will sell that number of Additional Option Shares to be sold to then being purchased and each Underwriter shall be of the number which bears Underwriters, acting severally and not jointly, will purchase that proportion of the same proportion to the aggregate total number of Additional Option Shares then being purchased as which 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 Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares), subject shares. The Representative may cancel the option at any time prior to adjustment in accordance with Section 8 hereof. its expiration by giving written notice of such cancellation to the Company.
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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 Preferred Stock of $24.2125, 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 Underwrit
...er 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 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. 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 Preferred 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 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 whole or in part from time to time (but not more than two times in the aggregate) 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 written notice by the Representatives to the Company setting forth the number of Firm 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 (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 On the basis of the
representations representations, warranties and
warranties agreements herein contained, and subject to the terms and conditions
herein set forth, of this Agreement, the Company agrees to issue and sell
the Firm Units to the
respective Underwriters 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, Units, subject
...to adjustment in accordance with Section 8 hereof, in each case at a 9(b) hereof. The pricing terms of the 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 Units by the effective date Underwriters and the pricing terms of the Registration Statement as in your judgment is advisable and (ii) initially to offer offering of the Firm Shares upon Units to the terms public are as 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. Schedule II hereto. 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 terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase 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 Units as may be necessary solely to cover over-allotments over-allotments, if any, 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 for the Firm Shares. The Over-Allotment Option Units. This 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 (30th) day following the date of the Prospectus, hereof, by written notice from the Underwriters to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares Units are to be delivered (any (such date, the "Additional Closing Date" and such date and time being herein referred to as an "additional time of purchase"); such date, the "Additional Time of Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the "time Time of purchase" Purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option 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. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth,
each of the
Company Selling Stockholders agrees to
issue sell, severally and
sell not jointly to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from
each of the
Company Selling Stockholders the respective number of Firm Shares (subject to such adjustment as the Representative may determine to avoid fractional shares) which bears t...he same proportion to the total number of Firm Shares to be sold by such Selling Stockholder, as 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, herewith, bears to the total number of Firm Shares, in each case at a purchase price of $[ ● ] $12.415 per Share. The Company and each Selling Stockholder is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters' judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters 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 share to be paid by the Underwriters to the Company Selling Stockholders for the Firm Shares. The Over-Allotment Option This 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, hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such (such date and time being herein referred to as an "additional time the "Additional Time of purchase"); Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the "time Time of purchase" Purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number -3- Pursuant to powers of Additional attorney (the "Powers of Attorney") granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to the Representative), Raja M. Parvez and William F. Weissman shall act as representatives of the Selling Stockholders. Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") is authorized , on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Firm Shares to be sold hereunder by such Selling Stockholder, to each Underwriter shall be make delivery of 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 certificates of such Underwriter on Schedule A hereto bears Shares, to receive the total number proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Stockholder in connection with the sale and public offering of the Firm Shares (subject, in each case, Shares, to distribute the balance of such proceeds to such adjustment Selling Stockholder, to receive notices on behalf of such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. transactions contemplated by this Agreement.
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Sale and Purchase. Upon the basis of the
warranties and 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
respective number of Firm
Shares Securities 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 annexed hereto... at a purchase price of $[ ● ] $7.66 per Share. share with respect to Firm Securities. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. determine in accordance with the rules and regulations of the Securities Act. 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 terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, them (subject to such adjustment as the Representatives may determine to eliminate fractions), 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, Securities, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Securities. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time or times on or before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such (such date and time being herein hereinafter referred to as an the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be (i) earlier than the "time time of purchase" 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 or (ii) later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), fractions), subject to adjustment in accordance with Section 8 hereof. 3 2. Payment and Delivery. Payment of the purchase price for the Firm Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates for the Firm Securities to Morgan Stanley through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on August 7, 2018 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the "time of purchase." Electronic transfer of the Firm Securities shall be made to you at the time of purchase in such names and in such denominations as the Representatives shall specify. Payment of the purchase price for the Additional Securities shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Securities. Electronic transfer of the Additional Securities shall be made to you at the additional time of purchase in such names and in such denominations as the Representatives shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at Four Times Square, New York, New York, 10036, at 10:00 A.M., New York City time, on the date of the closing of the purchase of the Firm Securities or the Additional Securities, as the case may be.
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