Common use of Payment Clause in Contracts

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxxx Chance US LLP, 000 Xxxxxxx 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Underwritten Securities shall be made at the offices of Sidley Austin LLPthe Company, 000 Xxxxxxx Xxxxxx80 Park Plaza, Xxx XxxxNewark, Xxx Xxxx 00000New Jersey 07101, or at such other place as shall be agreed upon by the Representatives shxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxe and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities are purchased by the UnderwritersUnderwritten Securities, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities Underwritten Securities, shall be made at the above-mentioned officesoffices of the Company, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each the relevant Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Underwritten Securities and the Option Securities, if any, which it has severally agreed to purchase. Each of the RepresentativesThe Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Shearman & Sterling LLP, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account account(s) designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it such Underwriter has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxx Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Hunton & Xxxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxx Xxxxxx, Xxx XxxxRichmond, Xxx Xxxx 00000Virginia 23219, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Shearman & Sterling LLP, 000 Xxxxxxx Xxxxxx, Xxx 0000 Xxxxx Xxxx, Xxx Xxxx 00000Menlo Park, CA 94025, or at such other place as shall be agreed upon by the Representatives Representative and the Company, Company at 9:00 6:00 A.M. (New York City California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and and/or the Option Securities, if any, which it has agreed to purchase. Each Banc of the RepresentativesAmerica Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxx Procter LLP, 000 Xxxxxxx 00 Xxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx Xxxxxxxxxxxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPSkadden, Arps, Arps, Slate, Xxxxxxx & Xxxx LLP located at 000 Xxxxxxx Xxxxx Xxxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at [9:00 A.M. (New York City Eastern time) )] on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Shearman & Sterling LLP, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofA, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities U.S. Units shall be made at the offices of Sidley Austin Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxx Xxxx X Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the CompanyCompanies, at 9:00 7:00 A.M. (New York City California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Global Coordinator and the Company Companies (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the U.S. Option Securities Units are purchased by the U.S. Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such U.S. Option Securities Units shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the CompanyCompanies, on each Date of Delivery as specified in the notice from the Representatives Global Coordinator to the CompanyCompanies. Payment shall be made to the Company Companies by wire transfer of immediately available funds to a bank account designated by the Company Companies against delivery to the U.S. Representatives of certificates for the respective accounts of the U.S. Underwriters of certificates for or book-entry credits representing the Securities U.S. Units to be purchased by them. It is understood that each U.S. Underwriter has authorized the U.S. Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities U.S. Units and the U.S. Option SecuritiesUnits, if any, which that it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the U.S. Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities U.S. Units or the U.S. Option SecuritiesUnits, if any, to be purchased by any U.S. Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such U.S. Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices office of Sidley Austin Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, 000 Xxx Xxxxxxx XxxxxxXxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. a.m. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. p.m. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the written notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company in writing, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of the certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx XxxxxxXxxxx Xxxxx, Xxx XxxxMenlo Park, Xxx Xxxx 00000California 94025, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or electronic records for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesLeerink and Guggenheim, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price forprice, and against delivery of certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, [_______________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forprice, and delivery of certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of certificates or receipts for or book-entry credits representing the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price forprice, and against delivery of certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, [___________________] or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forprice, and delivery of certificates or, if applicable, Depositary Receipts evidencing the Depositary Shares, for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters of certificates or receipts for or book-entry credits representing the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Underwritten Securities shall be made at the offices of Sidley Austin LLPXxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, L.L.P. or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Securities are purchased by the UnderwritersUnderwritten Securities, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities Underwritten Securities, shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each the relevant Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Underwritten Securities and the Option Securities, if any, which it has severally agreed to purchase. Each of the RepresentativesThe Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPXxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, each individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Proskauer Rose LLP, 1000 Xxxxxxxxxxxx Xxx. XX, Xxxxx 000 Xxxxxxx XxxxxxXxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company Selling Stockholders (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Representative to the CompanySelling Stockholders. Payment of the purchase price for the Option Securities shall be made at the Date of Delivery, if any, in the same manner and at the same office as the payment for the Initial Securities. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Selling Stockholders, as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesRxxxxxx Jxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx Xxxxxx00000 Xxxx Xxxxx Xxxxx, Xxx XxxxXxxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 [10:00] A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by themthem (which delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct). It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesLeerink and Evercore, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingcertificates, if any, for, the Initial Securities shall be made at the offices of Sidley Austin Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingcertificates, if any, for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or electronic book entries for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Representatives will accept delivery of the Initial Securities and the Option Securities, if any, from the Company through the facilities of The Depository Trust Company.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxxx Chance US LLP, 000 Xxxxxxx 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyTrust, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Trust (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyTrust, on each Date of Delivery as specified in the notice from the Representatives to the CompanyTrust. Payment shall be made to the Company Trust by wire transfer of immediately available funds to a bank account designated by the Company Trust, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1012), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, 000 Xxxxxxx Xxxxxx1200 Seaport Boulevard, Xxx XxxxRedwood City, Xxx Xxxx 00000California, or at such other place as shall be agreed upon by the Representatives Representative and the Company, Company at 9:00 A.M. (New York City time) on the third (or fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day Business Day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days Business Days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLP, LLP at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives Xxxxxxx Xxxxx and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Xxxxxxx Xxxxx and the Company, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPOsler, 000 Xxxxxxx XxxxxxXxxxxx & Harcourt LLP in Xxxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 8:30 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanySelling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Selling Shareholders, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx 0000 Xxxxxxxx Xxxx, Xxx Xxxx Xxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPDxxxx Xxxx & Wxxxxxxx, 000 Xxxxxxx 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholder (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholder, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholder. Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account account(s) designated by the Company and the Selling Shareholder, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each Mxxxxxx Lxxxx, Banc of the RepresentativesAmerica or Mxxxxx Sxxxxxx, each individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing in connection with the Offering occurs after 4:30 P.M. (New York City time) on any given day) business day Business Day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days Business Days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, of and receipt for, and to make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and The Representatives (not as a representative representatives of the Underwriters, ) may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. For purposes hereof, the difference between the public offering price per share for the Securities and the purchase price per share for the Securities to be paid by the several Underwriters, each set forth on Schedule A, is the fee paid by the Company to the several Underwriters in consideration of the services rendered by the Underwriters to the Company hereunder.

Payment. Payment of the purchase price Purchase Price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx 0000 Xxxxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxx Xxxx Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. a.m. (New York City Eastern time) on the third (fourthMarch 2, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof 2012 (unless postponed in accordance with the provisions of Section 109), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Over-Allotment Securities are purchased by the Underwriters, payment of the purchase price Purchase Price for, and delivery of certificates for or booksuch Over-entry credits representing, such Option Allotment Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery Option Closing Time as specified in the notice from the Representatives to the Company. Payment Delivery of the Securities shall be made to the Company by wire transfer Representatives through the facilities of immediately available funds to a bank account designated by the Company against delivery to the Representatives DTC for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of certificates for the Purchase Price thereof to or bookupon the order of the Company by wire transfer payable in same-entry credits representing day funds to an account designated by the Securities to be purchased by themCompany. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price Purchase Price for, the Initial Securities and the Option Over-Allotment Securities, if any, which it has agreed to purchase. Each of the The Representatives, each individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price Purchase Price for the Initial Securities or the Option Over-Allotment Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of DeliveryOption Closing Time, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPXxxxxx Xxxxxx & Xxxxxxx, 000 Xxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 or at such other place as shall be agreed upon by the Representatives Coordinator and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Coordinator and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Coordinator and, Company, on each Date of Delivery as specified in the notice from the Representatives Coordinator to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLPXxxxxx & Xxxxxxx, 000 Xxxxxxx Xxxxxxxxxx Xxxxxx, Xxx XxxxSuite 1900, Xxx Xxxx 00000San Francisco, California 94111, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 7:00 A.M. (New York City California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Stockholders. Payment for the Initial Securities shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Initial Securities to be purchased by them. Payment for the Option Securities purchased by the Underwriters shall be made to the Custodians by wire transfer of immediately available funds to a bank account designated by the Custodian, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Option Securities purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment Delivery of the purchase price certificates for, and delivery of certificates for or book-entry credits representingother evidence of, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for for, or book-entry credits representingother evidence of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany in accordance with Section 2(b). Payment shall be made to the Company Company, with respect to the Initial Securities, at the Closing Time and, with respect to any Option Securities, at the applicable Date of Delivery by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxx Xxxxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxxx Chance US LLP, 000 Xxxxxxx 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Fund (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, on each Date of Delivery as specified in the notice from the Representatives to the CompanyFund. Payment shall be made to the Company Fund by wire transfer of immediately available funds to a bank account designated by the Company Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Xxxxxx Xxxxxx, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. 9:30 a.m. (New York City time) on the third (fourthMay 12, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof 2020 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price Option Purchase Price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them, with any transfer taxes payable in connection with the sale of the Initial Securities to be paid by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPXxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Fund (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, on each Date of Delivery as specified in the notice from the Representatives to the CompanyFund. Payment shall be made to the Company Fund by wire transfer of immediately available funds to a bank account designated by the Company Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-book entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for for, or book-book entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-book entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Fund (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, on each Date of Delivery as specified in the notice from the Representatives to the CompanyFund. Payment shall be made to the Company Fund by wire transfer of immediately available funds to a bank account designated by the Company Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPXxxxxx & Xxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx 00 Xxxxxx Xxxx, Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000, -0000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 7:00 A.M. (New York City California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx & Bird, LLP, 000 Xxxxxxx 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxx Xxxxxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx and Leerink, each individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Winston & Xxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative, the Company and the Company Selling Stockholders (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative, the Company and the CompanySelling Stockholders, on each Date of Delivery as specified in the notice from the Representatives Representative to the CompanyCompany and the Selling Stockholders. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Custodian pursuant to each Selling Stockholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxx Xxxxxxxx, individually and not as a representative of the UnderwritersRepresentative, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Shearman & Sterling LLP, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Brown & Wood LLP, 000 Xxxxxxx Xxxxxx555 California Street, Xxx XxxxSan Francisco, Xxx Xxxx Califorxxx 00000-0015, or xx at such other place as shall be agreed upon by the Representatives sucx xxxxx xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxs and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesMerrill Lynch, individually and not as a representative of the UnderwritersUnderwritxxx, may xxy (but xxx shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities through the facilities of the DTC shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price forfor the Option Securities, and delivery of certificates for or book-entry credits representing, such Option Securities through the facilities of the DTC shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a the bank account designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesThe Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Lxxxxx & Wxxxxxx LLP, 000 Xxxxxxx 300 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxx XX 00000-0000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. 10:00 a.m. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. p.m. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts account of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each Any of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may beTime, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Skadden, Arps, Xxxxxxx & Xxxx LLP, 000 Xxxxxxx 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin DLA Piper US LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment for the Initial Securities shall be made to the Company by wire transfer of immediately available funds as follows: $ [ ] (which includes the Deferred Underwriting Discount) of the proceeds received by the Company for the Initial Securities shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement and the remaining proceeds of $ [ ] shall be paid to a bank account designated by the Company Company, in each case, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. Payment for the Option Securities in the amount of $9.65 per Option Security (which includes the Deferred Underwriting Discount) shall be made by wire transfer of immediately available funds to the Trust Account pursuant to the terms of the Trust Agreement against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Stroock & Stroock & Xxxxx LLP, 000 Xxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Fund (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, on each Date of Delivery as specified in the notice from the Representatives to the CompanyFund. Payment shall be made to the Company Fund by wire transfer of immediately available funds to a bank account designated by the Company Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Hunton & Xxxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 A.M. 10:00 a.m. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. 4:00 p.m. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account account(s) designated by the Company against delivery to the Representatives Underwriters for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, Citigroup Global Markets Inc. may (but shall not be obligated to) individually make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Pillsbury Winthrop Shaw Pittman LLP, 000 Xxxxxxx Xxxxxx1540 Broadway, Xxx XxxxNew York, Xxx Xxxx 00000New York, or at such other place as shall suxx xxxxx xxxxx xx xxxll be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which that it has agreed to purchase. Each of the RepresentativesMerrill Lynch, individually and not as a representative of the UnderwritersUnderwritxxx, may xxy (but xxx shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 0000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxx XxxxxxFour Times Square, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. a.m. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. p.m. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesThe Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin Shearman & Sterling LLP, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Stockholders, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Stockholders (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and each Selling Stockholder, as the case may be, against delivery through the facilities of DTC to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 9:30 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxx Lovells US LLP, 000 Xxxxxxx Xxxxxxxxxx Xxxxxx, Xxx 0xx Xxxxx, Xxxx Xxxx, Xxx Xxxx 00000, XX 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third fourth (fourththird, if the pricing occurs after before 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesSubject to Section 10, Leerink Xxxxx or Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLPXxxxxx Price P.C., 000 Xxxxxxx XxxxxxX. XxXxxxx Street, Xxx XxxxChicago, Xxx Xxxx 00000Illinois 60601, or at such other place as shall be agreed upon by the Representatives and the CompanyCompany and the Selling Shareholders, at 9:00 A.M. a.m. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. p.m. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company and the Selling Shareholders (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanySelling Shareholders, on each Date of Delivery as specified in the notice from the Representatives to the CompanyCompany and the Selling Shareholders. Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Custodian pursuant to each Selling Shareholder’s Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesKBW, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Hunton Xxxxxxx Xxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesThe Underwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwritersindividually, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLP, Xxxxxx & Xxxxxxx LLP at 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Underwriters, the Company and the CompanySelling Stockholders, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs Applicable Time is after 4:30 P.M. (New York City time) on any given daythe date hereof) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters, the Company and the Company Selling Stockholders (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Company Selling Stockholders against delivery to the Representatives Underwriters for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesUnderwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesAny Underwriter, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Securities shall be made through the facilities of DTC unless any of the Underwriters shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Skadden, Arps, Slate, Meagher & Flom LLP, 000 Xxxxxxx Xxxxxx4 Times Square, Xxx XxxxNew York, Xxx Xxxx 00000New York 10036, or at such other place as shall be agreed upon by the Representatives and the CompanyTrust, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Trust (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyTrust, on each Date of Delivery as specified in the notice from the Representatives to the CompanyTrust. Payment shall be made to the Company Trust by wire transfer of immediately available funds to a bank account designated by the Company Trust, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesMerrill Lynch, individually and not as a representative of the UnderwritersUnderwxxxxxx, may xxx (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx Xxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyPartnership, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Partnership (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyPartnership, on each Date of Delivery as specified in the notice from the Representatives Xxxxxxx Xxxxx to the CompanyPartnership. Payment shall be made to the Company Partnership by wire transfer of immediately available funds to a bank account designated by the Company Partnership against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLPllp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofA, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Procter LLP or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 [10:00] A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned above‑mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxx Fargo and CF&Co., individually and not as a representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Global Coordinator and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the U.S. Option Securities are purchased by the U.S. Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such U.S. Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, on each Date of Delivery as specified in the notice from the Representatives Global Coordinator to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the U.S. Representatives for the respective accounts of the U.S. Underwriters of certificates for or book-entry credits representing the U.S. Securities to be purchased by them. It is understood that each U.S. Underwriter has authorized the U.S. Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial U.S. Securities and the U.S. Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the U.S. Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial U.S. Securities or the U.S. Option Securities, if any, to be purchased by any U.S. Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such U.S. Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin LLPllp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned abovementioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesBofA, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesBofA, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase subscription price for, and delivery of certificates for (if applicable) or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxxx Xxxx 00000, & Xxxxxxxx LLP or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased subscribed for by the Underwriters, payment of the purchase subscription price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased subscribed for by them. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase subscription price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchasesubscribe for. Each of the RepresentativesLeerink and RBC Capital Markets, individually and not as a representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase subscription price for the Initial Securities or the Option Securities, if any, to be purchased subscribed for by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPRopes & Xxxx, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyXxxxxxxxx LLC, on each Date of Delivery as specified in the notice from the Representatives to the CompanyXxxxxxxxx LLC. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a the respective bank account accounts designated by the Company and the Selling Stockholders (with wire transfer instructions to be provided by the Selling Stockholders prior to the Closing Time), against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment Upon approval of the purchase price for, and delivery of certificates for or book-entry credits representingPayment Request by the Director, the Initial Securities Director shall sign the Payment Request and forward the same to the City Director of Finance. Upon receipt of the reviewed and fully signed Payment Request, the City Director of Finance shall, within the then current City financial accounting payment cycle but in any event within fifteen (15) business days of receipt of the approved Payment Request, cause the same to be paid by the Trustee under the applicable provisions of the Indenture, to the extent of funds then on deposit in the Improvement Fund. Any approved Payment Request not paid due to an insufficiency of funds in the Improvement Fund, shall be made at paid promptly following the offices deposit into the Improvement Fund of Sidley Austin LLPproceeds of any investment earnings or other amounts transferred to the Improvement Fund under the terms of the Indenture. The Purchase Price paid hereunder for any Facility or Discrete Component shall constitute payment in full for such Facility or Discrete Component, 000 Xxxxxxx Xxxxxxincluding, Xxx Xxxxwithout limitation, Xxx Xxxx 00000payment for all labor, materials, equipment, tools and services used or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter called the “Closing Time”). In addition, incorporated in the event that work, supervision, administration, overhead, expenses and any and all other things required, furnished or all incurred for completion of the Option Securities are purchased by the Underwriterssuch Facility or Discrete Component, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from Plans. The City shall withhold payment for any Discrete Component or Facility constructed on land not already owned by the Representatives City or other public entity, until Acceptable Title to such land is conveyed to the CompanyCity or other public entity that will own the respective Facility, as described in Article IV hereof. Payment The City shall be made entitled to withhold any payment hereunder for a Facility or Discrete Component that is the Company by wire transfer subject of immediately available funds to a bank account designated Payment Request until it is satisfied that any and all claims for labor and materials have been paid by the Company against delivery to the Representatives Owner for the respective accounts Facility or Discrete Component that is the subject of a Payment Request, or conditional lien releases (and/or unconditional lien releases) have been provided by the Owner for such Facility or Discrete Component. The City, in its discretion, may waive this limitation upon the provision by the Owner of sureties, undertakings, securities and/or bonds of the Underwriters Owner or appropriate contractors or subcontractors and deemed satisfactory by the Director to assure payment of certificates such claims. The City shall be entitled to withhold payment for any Facility (or book-entry credits representing the Securities final Discrete Component) hereunder to be purchased owned by them. It the City until: (i) the Director determines that the Facility is understood that each Underwriter has authorized the Representatives, ready for its account, to accept delivery of, receipt forintended use, and make payment of (ii) the purchase price for, Acceptance Date for the Initial Securities Facility has occurred and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.requirements of

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, Company at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, Company on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPDebevoise & Xxxxxxxx, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Global Coordinator and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the U.S. Option Securities are purchased by the U.S. Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such U.S. Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, on each Date of Delivery as specified in the notice from the Representatives Global Coordinator to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the U.S. Representatives for the respective accounts of the U.S. Underwriters of certificates for or book-entry credits representing the U.S. Securities to be purchased by them. It is understood that each U.S. Underwriter has authorized the U.S. Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial U.S. Securities and the U.S. Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the U.S. Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial U.S. Securities or the U.S. Option Securities, if any, to be purchased by any U.S. Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such U.S. Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Common Shares at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct and delivery of the Series II First Preferred Shares shall be in certificated form. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its accounttheir accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesLeerink and Xxxxx, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Xxxxxx Xxxxxx, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. 9:30 a.m. (New York City time) on the third (fourthMarch 1, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof 2019 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price Option Purchase Price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-above mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them, with any transfer taxes payable in connection with the sale of the Initial Securities to be paid by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 A.M. (New York City Eastern time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 11) or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, on each Date of Delivery as specified in the notice from the Representatives Underwriters to the CompanyCompany in accordance with Section 2(b). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Credit Suisse, for the respective accounts of each of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesCredit Suisse, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesCredit Suisse, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxx Xxxxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-electronic book entry credits representingmade for, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx 0000 Xxxxxxxx Xxxx, Xxx Xxxx Xxxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 10:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-electronic book entry credits representingmade for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities of each Date of Delivery shall be made through the facilities of DTC unless the Representatives otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates electronic book entry made for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin LLP, Xxxxxx & Xxxxxxx LLP at 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxx and Stifel, severally and not jointly, individually and not as a representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for On or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives prior to the Company. Payment Closing Date, each Purchaser shall be made deliver to the Company by the Subscription Amount via wire transfer of immediately available funds to a bank an account designated in writing by the Company against delivery or by other means approved by the Company on or prior to the Representatives for Closing Date. At the respective accounts of Closing, the Underwriters of certificates for or Company shall deliver to such Purchaser against payment a book-entry credits representing statement (or, if requested by the Purchaser, a certificate) from the Transfer Agent evidencing the number of Securities set forth opposite such Purchaser’s name on Annex A, registered in the name of such Purchaser (or its nominee in accordance with its delivery instructions), free and clear of any liens or restrictions (other than those arising under state and federal securities laws and bearing the legend set forth in Section 4.1(b), provided that the original of any certificate shall be delivered to such Purchaser as promptly as practicable after the Closing Date but in no event more than three (3) Business Days after the Closing Date); provided that, notwithstanding anything in this Agreement to the contrary and as may be agreed to among the Company and one or more Purchasers, a Purchaser shall not be required to wire its Subscription Amount as set forth on Annex A until it confirms receipt of a book-entry statement from the Company’s transfer agent evidencing the issuance of the Securities to be purchased by themsuch Purchaser on and as of the Closing Date. It is understood that each Underwriter If a Purchaser has authorized delivered the Representatives, for its account, Subscription Amount prior to accept delivery of, receipt forthe Closing Date, and make payment of the purchase price forClosing does not occur for any reason on or prior to the fifth (5th) Business Day following the expected Closing Date, the Initial Company shall promptly (but not later than one (1) Business Day thereafter) return the Subscription Amount to such Purchasers by wire transfer of United States dollars in immediately available funds to the account specified by such Purchaser, and any book entries for the Securities shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 6.18, such return of funds shall not terminate this Agreement or relieve the Purchasers of their respective obligations to purchase the Securities at the Closing. Notwithstanding anything in this Agreement to the contrary and as may be agreed to among the Company and one or more Purchasers, a Purchaser that is a mutual fund and subject to regulations related to the timing of funding and the Option Securities, if any, which it issuance of securities thereunder or a Purchaser that has agreed internal policies and/or procedures relating to purchase. Each the timing of the Representatives, individually funding and not as a representative issuance of the Underwriters, may (but securities thereafter shall not be obligated to) make payment required to wire its respective portion of the purchase price for Subscription Amount as set forth on Annex A until it confirms receipt of a book-entry statement from the Initial Company’s transfer agent evidencing the issuance of the Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by such Purchaser on and as of the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunderDate.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxx & Xxxx LLP, 000 Xxxxxxx Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at or about 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1012), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxx Xxxxxxx and Xxxxxxx Xxxxx, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPXxxxxxx, Xxxxx & Co., 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesGoldman, Sachs, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representing, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1011), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Cxxxxxxx Chance US LLP, 000 Xxxxxxx 30 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, at 9:00 10:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Fund (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the CompanyFund, on each Date of Delivery as specified in the notice from the Representatives to the CompanyFund. Payment shall be made to the Company Fund by wire transfer of immediately available funds to a bank account designated by the Company Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesMxxxxxx Lxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxx XxxxxxFour Times Square, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. a.m. (New York City time) on the third fifth (fourthsixth, if the pricing occurs after 4:30 P.M. p.m. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesThe Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Sidley Austin LLPMintz, 000 Xxxxxxx Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000Xxxxxxxxxxxxx, 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Shearman & Sterling LLP, 000 Xxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Pxxxxx Xxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesSVB Leerink, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price to the Company for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities Firm Shares shall be made at the offices of Sidley Austin LLPXxxxxxx Xxxxx & Associates, Inc., 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). The documents to be delivered at the Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof and any additional documents requested by the Representative pursuant to Section 5(l) hereof, will be delivered at the offices of Xxxxxx Xxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 or such other location as the Company and the Representative shall mutually agree. In addition, in the event that any or all of the Option Securities Additional Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities Additional Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities Firm Shares and the Option SecuritiesAdditional Shares, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities Firm Shares or the Option SecuritiesAdditional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Firm Shares and the Additional Shares, if any, shall be made to the Underwriters against payment by the Underwriters of the aggregate purchase price of the Firm Shares and Additional Shares, if any, being sold by the Company by wire transfer in immediately available funds to the accounts specified by the Company. The Company shall deliver the Firm Shares and Additional Shares, if any, through the facilities of the Depository Trust Company unless the Underwriters shall otherwise instruct.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPFried, 000 Frank, Harris, Xxxxxxx Xxxxxx& Xxxxxxxx, Xxx XxxxOne New York Plaza, Xxx Xxxx 00000New York, New York 10004, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City timeEastern Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx 0000 Xxxxxxxx Xxxx, Xxx Xxxx Xxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-–mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, the Initial Securities shall be made at the offices of Sidley Austin Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Delivery of the Initial Securities at the Closing Time shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingsecurity entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Delivery of the Option Securities on each such Date of Delivery shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its their account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesSVB Leerink, Evercore, Stifel and Guggenheim, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Pxxx Xxxxxxxx LLP at 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account account(s) designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the The Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPVinson & Elkins L.L.P., 000 Xxxxxxx Xxxxxx1001 Fannin, Xxx XxxxHouston, Xxx Xxxx 00000Texas, or at such other place as shall othex xxxxe ax xxxxl be agreed upon by the Representatives agrexx xxxx xx xxx Global Coordinator and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Global Coordinator and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the U.S. Option Securities are purchased by the U.S. Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such U.S. Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, on each Date of Delivery as specified in the notice from the Representatives Global Coordinator to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives U.S. Underwriters for the their respective accounts of the Underwriters of certificates for or book-entry credits representing the U.S. Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesMerrill Lynch, individually and not as a representative of the UnderwritersU.S. Unxxxxxxxexx, may xay (but shall not be obligated to) make payment of the purchase price for the Initial U.S. Securities or the U.S. Option Securities, if any, to be purchased by any U.S. Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such U.S. Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPBrowx & Xood XXX, 000 Xxxxxxx 555 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000, or xx at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, at 9:00 7:00 A.M. (New York City California time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Global Coordinator and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the U.S. Option Securities are purchased by the UnderwritersInternational Managers, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such U.S. Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, on each Date of Delivery as specified in the notice from the Representatives Global Coordinator to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Lead Managers for the respective accounts of the Underwriters International Managers of certificates for or book-entry credits representing the U.S. Securities to be purchased by them. It is understood that each U.S. Underwriter has authorized the RepresentativesLead Managers, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial U.S. Securities and the U.S. Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesMerrxxx Xxxcx, individually xxdividually and not as a representative of the UnderwritersInternational Managers, may (but shall not be obligated to) make payment of the purchase price for the Initial U.S. Securities or the U.S. Option Securities, if any, to be purchased by any U.S. Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such U.S. Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Pillsbury Winthrop LLP, 000 Xxxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, on each the Date of Delivery as specified in the written notice from the Representatives Underwriters to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Xxxxxxx Xxxxx for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesXxxxxxx Xxxxx to execute this Agreement on its behalf and, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000[____________________________], or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Custodian pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesMerrxxx Xxxcx, individually xxdividually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin Proskauer Rose LLP, 1000 Xxxxxxxxxxxx Xxx. XX, Xxxxx 000 Xxxxxxx XxxxxxXxxxx, Xxx XxxxXxxxxxxxxx, Xxx Xxxx XX 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 10:00 A.M. (New York City time) on the third second (fourththird, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing Time”). Payment of the Adviser Sales Load Payment with respect to the Initial Securities shall be made to the Representative by wire transfer of immediately available funds to a bank account designated by the Representative at the Closing Time. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, and the Adviser Sales Load Payment with respect to, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives Representative to the Company. Payment of the purchase price and the Adviser Sales Load Payment for the Option Securities shall be made at the Date of Delivery, if any, in the same manner and at the same office as the payment for the Initial Securities. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account accounts designated by the Company against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates or security entitlements for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesRxxxxxx Jxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, the Initial Securities shall be made at the offices of Sidley Austin Dxxxx Xxxx & Wxxxxxxx LLP, 000 Xxxxxxx 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof 2010 (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “Closing TimeDate”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingof, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Option Closing Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the Representatives, individually and not as a representative representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPXxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxx Xxxxxx425 Lexington Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for or book-entry credits representing the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Payment. Payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, the Initial Securities shall be made at the offices of Sidley Austin LLPDebevoise & Xxxxxxxx, 000 Xxxxxxx Xxxxxx875 Third Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, at 9:00 A.M. (New York City Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Global Coordinator and the Company (such time and date of payment and delivery being hereinafter herein called the “"Closing Time”"). In addition, in the event that any or all of the International Option Securities are purchased by the UnderwritersInternational Managers, payment of the purchase price for, and delivery of certificates for or book-entry credits representingfor, such International Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives Global Coordinator and the Company, on each Date of Delivery as specified in the notice from the Representatives Global Coordinator to the CompanyCompany and the Option Selling Shareholders. Payment shall be made to the Company and the Selling Shareholders by wire transfer of immediately available funds to a bank account accounts designated by the Company and the Custodian pursuant to each Selling Shareholder's Custody Agreement and Power of Attorney against delivery to the Representatives Lead Managers for the respective accounts of the Underwriters International Managers of certificates for or book-entry credits representing the International Securities to be purchased by them. It is understood that each Underwriter International Manager has authorized the RepresentativesLead Managers, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial International Securities and the International Option Securities, if any, which it has agreed to purchase. Each of the RepresentativesXxxxxxx Xxxxx, individually and not as a representative of the UnderwritersInternational Managers, may (but shall not be obligated to) make payment of the purchase price for the Initial International Securities or the International Option Securities, if any, to be purchased by any Underwriter International Manager whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter International Manager from its obligations hereunder.