Common use of Purchase and Offering of Offered Securities Clause in Contracts

Purchase and Offering of Offered Securities. The obligation of the Company to issue and sell any Firm Securities, the obligation of the Underwriters to purchase the Firm Securities, and, if applicable, the Company's granting to the Underwriters of an option to purchase any Option Securities, will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications transmitted at the time the Company determines to sell the Firm Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: the firm or firms which will be Underwriters; the names of any Representative(s); the aggregate amount of the Firm Securities, and, if applicable, the Option Securities; the terms of any option granted by the Company to the Underwriters to purchase Option Securities; the amount of Firm Securities to be purchased by each Underwriter; the initial public offering price of the Offered Securities; the purchase price to be paid by the Underwriters; and, if the Offered Securities are Preferred Shares or Warrants, the terms thereof. The Terms Agreement will also specify the place of delivery and payment for the Offered Securities and any details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities.

Purchase and Offering of Offered Securities. The obligation of the Company to issue and sell any Firm Securities, the obligation of the Underwriters to purchase the Firm Securities, and, if applicable, the Company's granting to the Underwriters of an option to purchase any Option Securities, Offered Securities will be set forth evidenced by an agreement or exchange of other written communications, which may be in a Terms Agreement the form of Annex I, II or III or in such other form as the parties may agree (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications transmitted at the time the Company determines and the Selling Stockholders, if any, determine to sell the Firm Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: the firm or firms which will be Underwriters; , the names of any Representative(s); the aggregate amount of the Firm Securities, and, if applicableRepresentatives, the Option Securities; the terms principal amount or number of any option granted by the Company to the Underwriters to purchase Option Securities; the amount of Firm Offered Securities to be purchased by each Underwriter; the initial public offering price of the Offered Securities; , the purchase price to be paid by the Underwriters; and, the name of each Selling Stockholder, if any, the number of shares to be sold by each Selling Stockholder, if any, and (if the Offered Securities are Preferred Shares debt securities, preferred stock, depositary shares or Warrants, warrants) the terms thereofof the Offered Securities not already specified (in the applicable Indenture, in the case of Offered Securities that are debt securities, in the Deposit Agreement, in the case of Offered Securities that are depositary shares, or in the Warrant Agreement, in the case of Offered Securities that are warrants), including, but not limited to, interest rate (if debt securities or debt warrants), dividend rate (if preferred stock, preferred stock warrants or depositary shares), maturity (if debt securities or debt warrants), any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts. The Terms Agreement will also specify the place of delivery and payment for the Offered Securities and any other details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. On the basis of the representations, warranties and agreements set forth in the Terms Agreement (including the provisions of this Agreement), but subject to the terms and conditions set forth in the Terms Agreement (including the provisions of this Agreement), the Company and each Selling Stockholder, if any, will agree, severally and not jointly, to sell to each Underwriter, and each Underwriter will agree, severally and not jointly, to purchase from the Company and each Selling Stockholder, if any, at the purchase price specified in the Terms Agreement, that number of Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) specified or determined in accordance with the provisions of the Terms Agreement. In addition, if the Terms Agreement provides for an Over-Allotment Option, upon written notice from the Lead Underwriter (as defined below) given to the Company from time to time not more than thirty days subsequent to the date of the Terms Agreement, the Underwriters may, severally and not jointly, purchase all or less than all of the Optional Offered Securities, and the Company and the Selling Stockholders, if any, will agree, severally and not jointly, to sell to the Underwriters, at the purchase price per share to be paid for the Firm Offered Securities, that number of Optional Offered Securities specified or determined in accordance with the provisions of the Terms Agreement; provided, however, that the Over-Allotment Option may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Lead Underwriter to the Company. The Company and the Selling Stockholders, if any, or the Custodian (as defined below), if there is a custody arrangement with the Selling Stockholders, will deliver the Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) to the Representatives for the accounts of the Underwriters, against payment of the purchase price in Federal (same day) Funds by wire transfer in U.S. Dollars to an account at a bank acceptable to the Lead Underwriter drawn to the order of the Company, in the case of the Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) sold by the Company, and to the Selling Stockholders, if any, or the Custodian, if there is a custody arrangement with the Selling Stockholders, in the case of the Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) sold by the Selling Stockholders, at the place of delivery and payment specified in the Terms Agreement and at the time and date of delivery and payment specified in the Terms Agreement (such time and date, or such other time not later than seven full business days thereafter as the Underwriter first named in the Terms Agreement (the "Lead Underwriter") and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the "Closing Date" or "First Closing Date" if the Terms Agreement provides for an Over-Allotment Option). For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934 (the "Exchange Act"), the Closing Date (or First Closing Date if there is an Over-Allotment Option) (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) sold pursuant to the offering, other than Contract Securities (as defined below) for which payment of funds and delivery of securities shall be as hereinafter provided. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Prospectus. If the Terms Agreement provides for an Over-Allotment Option, each time for the delivery of and payment for the Optional Offered Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Lead Underwriter but shall not be later than seven full business days after written notice of election to purchase Optional Offered Securities is given. The Company and the Selling Stockholders, if any, will deliver the Optional Offered Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer in U.S. Dollars to an account at a bank acceptable to the Lead Underwriter drawn to the order of the Company, in the case of the Optional Offered Securities sold by the Company, and to the Selling Stockholders, if any, or the Custodian, if there is a custody arrangement with the Selling Stockholders, in the case of the Optional Offered Securities sold by the Selling Stockholders, at the place of delivery and payment specified in the Terms Agreement. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Annex IV attached hereto ("Delayed Delivery Contracts") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount (if debt securities) or number of shares (if preferred stock, Common Stock or depositary shares) or warrants (if warrants) of Offered Securities to be sold pursuant to Delayed Delivery Contracts ("Contract Securities"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount (if debt securities) or number of shares (if preferred stock, Common Stock or depositary shares) or warrants (if warrants) to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount (if debt securities) or number of shares (if preferred stock, Common Stock or depositary shares) or warrants (if warrants) set forth opposite each Underwriter's name in such Terms Agreement, except to the extent that the Lead Underwriter determines that such reduction shall be otherwise than pro rata and so advises the Company. The Company will advise the Lead Underwriter not later than the business day prior to the Closing Date of the principal amount (if debt securities) or number of shares (if preferred stock, Common Stock or depositary shares) or warrants (if warrants) constituting Contract Securities. If the Offered Securities are Common Stock, there are Selling Stockholders and there is a custody arrangement with the Selling Stockholders, as of the date of each Terms Agreement, certificates in negotiable form for any Common Stock of the Company to be sold by such Selling Stockholders shall be placed in custody, for delivery under the Terms Agreement, under custody agreements (the "Custody Agreements") made with custodian identified in the Terms Agreement (the "Custodian"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreements are subject to the interests of the Underwriters, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable except as provided therein and in the Power of Attorney of such Selling Stockholder, and that the obligations of the Selling Stockholders under any Terms Agreement shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or in the case of a corporation or partnership or other entity, by the dissolution or liquidation of such corporation or partnership or other entity, or the occurrence of any other event. If any individual Selling Stockholder or any such trustee or trustees should die, or if any such corporation or partnership should be dissolved or liquidated or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities under any Terms Agreement, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of the Terms Agreement and the Custody Agreements as if such death, dissolution, liquidation or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death, dissolution, liquidation or other event or termination. If the Offered Securities are debt securities and the Terms Agreement specifies "Book-Entry Only" settlement or otherwise states that the provisions of this paragraph shall apply, the Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company at a bank acceptable to the Lead Underwriter, in each case drawn to the order of the Company at the place of payment specified in the Terms Agreement on the Closing Date, against delivery to the applicable Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities.

Purchase and Offering of Offered Securities. The obligation of the Company to issue and sell any Firm Securities, the obligation of the Underwriters to purchase the Firm Securities, and, if applicable, the Company's granting to the Underwriters of an option to purchase any Option Securities, Offered Securities will be set forth evidenced by an agreement in a Terms Agreement writing or exchange of other written communications (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications transmitted at the each time the Company determines and, as the case may be, the Trust determine to sell the Firm Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: the firm or firms which will be Underwriters; , the names of any Representative(s); the aggregate amount of the Firm Securities, and, if applicableRepresentatives, the Option Securities; the terms principal amount or number of any option granted by the Company to the Underwriters to purchase Option Securities; the amount of Firm Securities shares to be purchased by each Underwriter; the initial public offering price of the Offered Securities; , the purchase price to be paid by the Underwriters; and, Underwriters and (if the Offered Securities are debt securities or Preferred Shares or Warrants, Securities) the terms thereofof the Offered Securities not already specified (in the relevant Indenture, in the case of Offered Securities that are debt securities), including, but not limited to, interest rate (if debt securities), dividend or distribution rate (if Preferred Securities), maturity, any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Underwriter first named in the Terms Agreement (the "Lead Underwriter") and the Company and, as the case may be, the Trust agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the "Closing Date"), the place of delivery and payment for the Offered Securities and any details of the terms of the public offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. The obligations of the Underwriters to purchase the Offered Securities will be several and not joint. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Prospectus. If specified in a Terms Agreement, on the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company and, as the case may be, the Trust grant an option to the several Underwriters to purchase, severally and not jointly, up to that amount of the Option Securities as shall be specified in the Terms Agreement from the Company and, as the case may be, the Trust at the same price as the Underwriters shall pay for the Offered Securities. Said option may be exercised only to cover over allotments in the sale of the Offered Securities by the Underwriters and may be exercised in whole or in part at any time on or before the thirtieth day after the date of the Terms Agreement upon written or telegraphic notice by the Representatives to the Company and, as the case may be, the Trust setting forth the amount of the Option Securities as to which the several Underwriters are exercising the option. The amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Offered Securities, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares/units. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company and, as the case may be, the Trust authorize the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Annex I attached hereto ("Delayed Delivery Contracts") with such changes therein as the Company and, as the case may be, the Trust may authorize or approve. Delayed Delivery Contracts are only to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company and, as the case may be, the Trust will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount or number of shares of Offered Securities to be sold pursuant to Delayed Delivery Contracts ("Contract Securities"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company and, as the case may be, the Trust execute and deliver Delayed Delivery Contracts, the Contract Securities will be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount or number of shares of Offered Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount or number of shares of Offered Securities set forth opposite each Underwriter's name in such Terms Agreement, except to the extent that the Lead Underwriter determines that such reduction shall be otherwise than pro rata and so advises the Company and, as the case may be, the Trust. The Company and, as the case may be, the Trust will advise the Lead Underwriter not later than the business day prior to the Closing Date of the principal amount or number of shares of Contract Securities. If the Offered Securities are debt securities or Capital Securities and the Terms Agreement specifies "Book-Entry Only" settlement or otherwise states that the provisions of this paragraph shall apply, the Company and, as the case may be, the Trust will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") or as otherwise provided in the Terms Agreement and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company and, as the case may be, the Trust at a bank acceptable to the Lead Underwriter, in each case drawn to the order of ________ at the place of payment specified in the Terms Agreement on the Closing Date, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities.

Purchase and Offering of Offered Securities. The obligation of the Company to issue and sell any Firm Securities, the obligation of the Underwriters to purchase the Firm Securities, and, if applicable, the Company's granting to the Underwriters of an option to purchase any Option Securities, Offered Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an agreement or exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications transmitted (“Terms Agreement”) at the time the Company determines and/or the applicable Issuer determine to sell the Firm Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: issuer, and if applicable, guarantor, of the securities to be sold, the firm or firms which will be Underwriters; , the names of any Representative(s); Representatives, the aggregate principal or other amount of the Firm Securities, and, if applicable, the Option Securities; the terms securities or number of any option granted by the Company to the Underwriters to purchase Option Securities; the amount of Firm Securities shares to be purchased by each Underwriter; the initial public offering price of the Offered Securities; , the purchase price to be paid by the Underwriters; and, Underwriters and (if the Offered Securities are Preferred Shares or Warrants, debt securities) the terms thereofof the Offered Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time as the Representatives and the Company and/or the applicable Issuer agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment for the Offered Securities and any details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering, other than Contract Securities (as defined below) for which payment of funds and delivery of securities shall be as hereinafter provided. The obligations of the Underwriters to purchase the Offered Securities will be several and not joint. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Final Prospectus. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company or the applicable Issuer authorize the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Annex I attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company or the applicable Issuer may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company and/or the applicable Issuer will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount or number of shares of Offered Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company and/or the applicable Issuer execute and deliver Delayed Delivery Contracts, the Contract Securities will be deducted from the Offered Securities to be purchased by the several Underwriters from the Company and/or the applicable Issuer and the aggregate principal amount or number of shares of Offered Securities to be purchased by each Underwriter from the Company and/or the applicable Issuer will be reduced pro rata in proportion to the principal amount or number of shares of Offered Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company and/or the applicable Issuer. The Company and/or the applicable Issuer will advise the Representatives not later than the business day prior to the Closing Date of the principal amount or number of shares of Contract Securities. If the Offered Securities are Warrants and such Offered Securities are issued in certificated form by the Company, the certificates for the Offered Securities delivered to the Underwriters on the Closing Date will be in definitive form, if the Offered Securities are Ordinary Shares or Warrants for Ordinary Shares such Offered Securities will be credited to the CREST accounts or (with the prior written consent of the Company) to the Euroclear Nederland accounts notified by the Underwriter to the Company on the Closing Date unless otherwise provided in the Terms Agreement, and if the Offered Securities are Debt Securities or Guaranteed Debt Securities, the Offered Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in each case in such denominations and registered in such names as the Representatives request. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfers to accounts previously designated by the Company at banks acceptable to the Representatives at the place of payment specified in the Terms Agreement on the Closing Date, against delivery of the Offered Securities. If the Offered Securities are Debt Securities or Guaranteed Debt Securities and the Terms Agreement specifies “Book-Entry Only” settlement or otherwise states that the provisions of this paragraph shall apply, the Company and/or the applicable Issuer will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC and/or deposited with the common depositary identified in the Terms Agreement (the “Common Depositary”), as custodian for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”), and registered in the name of the Common Depositary, or its nominee, as nominee for Euroclear and Clearstream. Interests in any permanent global securities will be held only in book-entry form through DTC and/or Euroclear and Clearstream, except in the limited circumstances described in the Final Prospectus. Payment for the Offered Securities shall be made against delivery to the Trustee as custodian for DTC and/or to the Common Depositary as custodian for Euroclear and Clearstream of the Global Securities representing all the Offered Securities.

Purchase and Offering of Offered Securities. The obligation of the Company to issue and sell any Firm Securities, the obligation of the Underwriters to purchase the Firm Securities, and, if applicable, the Company's granting to the Underwriters of an option to purchase any Option Securities, Offered Securities will be set forth in a Terms Agreement (the "Terms Agreement") evidenced by an agreement or exchange of other written communications, which shall may be in the form of an executed writing Annex I, II or III or in such other form as the parties may agree (which may be handwritten), and may be evidenced by an exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications transmitted "TERMS AGREEMENT") at the time the Company determines and the Selling Stockholders, if any, determine to sell the Firm Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: the firm or firms which will be Underwriters; , the names of any Representative(s); the aggregate amount of the Firm Securities, and, if applicableRepresentatives, the Option Securities; the terms principal amount or number of any option granted by the Company to the Underwriters to purchase Option Securities; the amount of Firm Offered Securities to be purchased by each Underwriter; the initial public offering price of the Offered Securities; , the purchase price to be paid by the Underwriters; and, the name of each Selling Stockholder, if any, the number of shares to be sold by each Selling Stockholder, if any, and (if the Offered Securities are Preferred Shares debt securities, preferred stock, depositary shares or Warrants, warrants) the terms thereofof the Offered Securities not already specified (in the applicable Indenture, in the case of Offered Securities that are debt securities, in the Deposit Agreement, in the case of Offered Securities that are depositary shares, or in the Warrant Agreement, in the case of Offered Securities that are warrants), including, but not limited to, interest rate (if debt securities or debt warrants), dividend rate (if preferred stock, preferred stock warrants or depositary shares), maturity (if debt securities or debt warrants), any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts. The Terms Agreement will also specify the place of delivery and payment for the Offered Securities and any other details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. On the basis of the representations, warranties and agreements set forth in the Terms Agreement (including the provisions of this Agreement), but subject to the terms and conditions set forth in the Terms Agreement (including the provisions of this Agreement), the Company and each Selling Stockholder, if any, will agree, severally and not jointly, to sell to each Underwriter, and each Underwriter will agree, severally and not jointly, to purchase from the Company and each Selling Stockholder, if any, at the purchase price specified in the Terms Agreement, that number of Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) specified or determined in accordance with the provisions of the Terms Agreement. In addition, if the Terms Agreement provides for an Over-Allotment Option, upon written notice from the Lead Underwriter (as defined below) given to the Company from time to time not more than thirty days subsequent to the date of the Terms Agreement, the Underwriters may, severally and not jointly, purchase all or less than all of the Optional Offered Securities, and the Company and the Selling Stockholders, if any, will agree, severally and not jointly, to sell to the Underwriters, at the purchase price per share to be paid for the Firm Offered Securities, that number of Optional Offered Securities specified or determined in accordance with the provisions of the Terms Agreement; provided, however, that the Over-Allotment Option may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Lead Underwriter to the Company. The Company and the Selling Stockholders, if any, or the Custodian (as defined below), if there is a custody arrangement with the Selling Stockholders, will deliver the Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) to the Representatives for the accounts of the Underwriters, against payment of the purchase price in Federal (same day) Funds by wire transfer in U.S. Dollars to an account at a bank acceptable to the Lead Underwriter drawn to the order of the Company, in the case of the Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) sold by the Company, and to the Selling Stockholders, if any, or the Custodian, if there is a custody arrangement with the Selling Stockholders, in the case of the Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) sold by the Selling Stockholders, at the place of delivery and payment specified in the Terms Agreement and at the time and date of delivery and payment specified in the Terms Agreement (such time and date, or such other time not later than seven full business days thereafter as the Underwriter first named in the Terms Agreement (the "LEAD UNDERWRITER") and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the "CLOSING DATE" or "FIRST CLOSING DATE" if the Terms Agreement provides for an Over-Allotment Option). For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (or First Closing Date if there is an Over- Allotment Option) (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Offered Securities (or Firm Offered Securities if there is an Over-Allotment Option) sold pursuant to the offering, other than Contract Securities (as defined below) for which payment of funds and delivery of securities shall be as hereinafter provided. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Prospectus. If the Terms Agreement provides for an Over-Allotment Option, each time for the delivery of and payment for the Optional Offered Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by the Lead Underwriter but shall not be later than seven full business days after written notice of election to purchase Optional Offered Securities is given. The Company and the Selling Stockholders, if any, will deliver the Optional Offered Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer in U.S. Dollars to an account at a bank acceptable to the Lead Underwriter drawn to the order of the Company, in the case of the Optional Offered Securities sold by the Company, and to the Selling Stockholders, if any, or the Custodian, if there is a custody arrangement with the Selling Stockholders, in the case of the Optional Offered Securities sold by the Selling Stockholders, at the place of delivery and payment specified in the Terms Agreement. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Xxxxx XX attached hereto ("DELAYED DELIVERY CONTRACTS") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount (if debt securities) or number of shares (if preferred stock, Common Stock or depositary shares) or warrants (if warrants) of Offered Securities to be sold pursuant to Delayed Delivery Contracts ("CONTRACT SECURITIES"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount (if debt securities) or number of shares (if preferred stock, Common Stock or depositary shares) or warrants (if warrants) to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount (if debt securities) or number of shares (if preferred stock, Common Stock or depositary shares) or warrants (if warrants) set forth opposite each Underwriter's name in such Terms Agreement, except to the extent that the Lead Underwriter determines that such reduction shall be otherwise than pro rata and so advises the Company. The Company will advise the Lead Underwriter not later than the business day prior to the Closing Date of the principal amount (if debt securities) or number of shares (if preferred stock, Common Stock or depositary shares) or warrants (if warrants) constituting Contract Securities. If the Offered Securities are Common Stock, there are Selling Stockholders and there is a custody arrangement with the Selling Stockholders, as of the date of each Terms Agreement, certificates in negotiable form for any Common Stock of the Company to be sold by such Selling Stockholders shall be placed in custody, for delivery under the Terms Agreement, under custody agreements (the "CUSTODY AGREEMENTS") made with custodian identified in the Terms Agreement (the "CUSTODIAN"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under the Custody Agreements are subject to the interests of the Underwriters, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable except as provided therein and in the Power of Attorney of such Selling Stockholder, and that the obligations of the Selling Stockholders under any Terms Agreement shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or in the case of a corporation or partnership or other entity, by the dissolution or liquidation of such corporation or partnership or other entity, or the occurrence of any other event. If any individual Selling Stockholder or any such trustee or trustees should die, or if any such corporation or partnership should be dissolved or liquidated or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities under any Terms Agreement, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of the Terms Agreement and the Custody Agreements as if such death, dissolution, liquidation or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death, dissolution, liquidation or other event or termination. If the Offered Securities are debt securities and the Terms Agreement specifies "Book-Entry Only" settlement or otherwise states that the provisions of this paragraph shall apply, the Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company at a bank acceptable to the Lead Underwriter, in each case drawn to the order of the Company at the place of payment specified in the Terms Agreement on the Closing Date, against delivery to the applicable Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities.

Purchase and Offering of Offered Securities. The obligation of the Company to issue and sell any Firm Securities, the obligation of the Underwriters to purchase the Firm Securities, and, if applicable, the Company's granting to the Underwriters of an option to purchase any Option Securities, Offered Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an agreement or exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications transmitted (“Terms Agreement”) at the time the Company and/or the Issuer determines to sell the Firm Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: issuer, and if applicable, guarantor, of the securities to be sold, the firm or firms which will be Underwriters; , the names of any Representative(s); Representatives, the aggregate principal or other amount of the Firm Securities, and, if applicable, the Option Securities; the terms securities or number of any option granted by the Company to the Underwriters to purchase Option Securities; the amount of Firm Securities shares to be purchased by each Underwriter; the initial public offering price of the Offered Securities; , the purchase price to be paid by the Underwriters; and, Underwriters and (if the Offered Securities are Preferred Shares or Warrants, debt securities) the terms thereofof the Offered Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time as the Representatives and the Company and/or the Issuer agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment for the Offered Securities and any details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Closing Date (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering, other than Contract Securities (as defined below) for which payment of funds and delivery of securities shall be as hereinafter provided. The obligations of the Underwriters to purchase the Offered Securities will be several and not joint. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Final Prospectus. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company or the Issuer authorize the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Annex I attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company or the Issuer may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company and/or the Issuer will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount or number of shares of Offered Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company or the Issuer executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Offered Securities to be purchased by the several Underwriters from the Company or the Issuer and the aggregate principal amount or number of shares of Offered Securities to be purchased by each Underwriter from the Company or the Issuer will be reduced pro rata in proportion to the principal amount or number of shares of Offered Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company or the Issuer. The Company or the Issuer will advise the Representatives not later than the business day prior to the Closing Date of the principal amount or number of shares of Contract Securities. If the Offered Securities are Warrants and such Offered Securities are issued in certificated form by the Company, the certificates for the Offered Securities delivered to the Underwriters on the Closing Date will be in definitive form, if the Offered Securities are Ordinary Shares or Warrants for Ordinary Shares such Offered Securities will be credited to the CREST accounts or (with the prior written consent of the Company) to the Euroclear Nederland accounts notified by the Underwriter to the Company on the Closing Date unless otherwise provided in the Terms Agreement, and if the Offered Securities are Debt Securities or Guaranteed Debt Securities, the Offered Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in each case in such denominations and registered in such names as the Representatives request. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfers to accounts previously designated by the Company or the Issuer at banks acceptable to the Representatives at the place of payment specified in the Terms Agreement on the Closing Date, against delivery of the Offered Securities. If the Offered Securities are Debt Securities or Guaranteed Debt Securities and the Terms Agreement specifies “Book-Entry Only” settlement or otherwise states that the provisions of this paragraph shall apply, the Company or the Issuer will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC and/or deposited with the common depositary identified in the Terms Agreement (the “Common Depositary”), as custodian for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”), and registered in the name of the Common Depositary, or its nominee, as nominee for Euroclear and Clearstream. Interests in any permanent global securities will be held only in book-entry form through DTC and/or Euroclear and Clearstream, except in the limited circumstances described in the Final Prospectus. Payment for the Offered Securities shall be made against delivery to the Trustee as custodian for DTC and/or to the Common Depositary as custodian for Euroclear and Clearstream of the Global Securities representing all the Offered Securities.