Common use of Purchase of the Shares by the Underwriters Clause in Contracts

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder agrees to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and warranties and agreements contained and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares to the several Underwriters and the Underwriters, on the basis of the representations and warranties and agreements herein contained and subject to the conditions set forth herein, shall have the option to purchase at their election, severally and not jointly, from the Selling Stockholder up to 900,000 Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before the Closing Date, the purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto44.16. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany; provided that such option may only be exercised for the purpose of covering over-allotments made in connection with the sale of the Underwritten Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto18.2875. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto7.99. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto16.45. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before Except with respect to Option Shares to be purchased on the Closing Date, the purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 10.38125 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company such Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto162.35. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two business days prior to the Underwritersdate and time of delivery specified therein, the Selling Stockholder and the Company, (1) for any such written notice provided before except with respect to Option Shares to be purchased on the Closing Date, the purchase date must in which case such notice shall only be required at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto12.621. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto[—]. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two business days prior to the Underwritersdate and time of delivery specified therein, the Selling Stockholder and the Company, (1) for any such written notice provided before except with respect to Option Shares to be purchased on the Closing Date, the purchase date must in which case such notice shall only be required at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto14.57. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 9 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto9.071. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto33.775. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto34.77. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto21.15. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share of $5.17 (the “Purchase Price”) of $30.05 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share of $24.44 (the “Purchase Price”) of $30.05 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two (2) business days prior to the Underwritersdate and time of delivery specified therein, provided that if such date and time of delivery are the Selling Stockholder and the Company, (1) for any such written notice provided before same as the Closing Date, the purchase date must such notice may be at least given one business day after the written notice is given prior to such date and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date time of such noticedelivery.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto24.2125. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Underwritten Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto27.73. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 9 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto11.46. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (Company the “Purchase Price”) of $30.05 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share of $147.06 (the “Purchase Price”). In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto11.8125. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto10.1588. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after Business Days prior to the date and time of delivery specified therein, or such noticeshorter time period as is agreed upon by the Company and Representatives.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto14.57. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice (which may be provided by email) from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share of $13.16 (the “Purchase Price”) of $30.05 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto[•]. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and two (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (Company the “Purchase Price”) of $30.05 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share of $9.40 (the “Purchase Price”). In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto10.105. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice (which may be provided by email) from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto11.34 per share. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto7.99. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 9 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the ProspectusProspectus (as hereinafter defined), by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto4.70. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto[—]. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto6.8580. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto7.755. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before Except with respect to Option Shares to be purchased on the Closing Date, the purchase date must Date (for which notice shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date), the purchase date must if any, any such notice shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto[ ]. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 53.7225 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company such Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Underwriters in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Underwriters to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before the Closing Date, the purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.10

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto7.816875. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto3.29. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto20.21. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and two (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto57.60. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto46.53. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto46.06. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of delivery specified therein, provided that if such noticedate and time of delivery are the same as the Closing Date, such notice may be given one business day prior to such date and time of delivery.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto14.0625. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 [ ] from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Option Shares Company at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth fifth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto18.80. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of delivery specified therein, provided that if such noticedate and time of delivery are the same as the Closing Date, such notice may be given one business day prior to such date and time of delivery.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto91.20. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, whole or from time to time in parttime, but not more than once, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto128.2820. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days prior to the date and time of delivery specified therein. The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the written notice effectiveness of this Agreement as in the judgment of the Representatives is given andadvisable, and initially to offer the Shares on the terms set forth in each case, not later than ten business days after the date Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such noticeaffiliate may offer and sell Shares purchased by it to or through any Underwriter.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto16.66035. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto99.75. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two business days prior to the Underwritersdate and time of delivery specified therein, the Selling Stockholder and the Company, (1) for any such written notice provided before except with respect to Option Shares to be purchased on the Closing Date, the purchase date must in which case such notice shall only be required at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 975.628 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany; provided that the Underwriters may only exercise such option for the purpose of covering over-allotments made in connection with the sale of the Underwritten Shares. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, Any such notice (1) for other than any such written notice provided before given with respect to Option Shares to be delivered on the Closing Date, the purchase date must ) shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share Share (the “Purchase Price”) of $30.05 52.92 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share Share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may shall not be the same date and time as earlier than the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto66.85. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares solely to cover over-allotments at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Unless 10 hereof or unless otherwise agreed among to in writing by the Underwriters, the Selling Stockholder Representatives and the Company, (1) for any ). Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share of $[-] (the “Purchase Price”) of $30.05 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two (2) business days prior to the Underwritersdate and time of delivery specified therein, provided that if such date and time of delivery are the Selling Stockholder and the Company, (1) for any such written notice provided before same as the Closing Date, the purchase date must such notice may be at least given one business day after the written notice is given prior to such date and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date time of such noticedelivery.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (Company the “Purchase Price”) of $30.05 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share of $81.9114 (the “Purchase Price”). In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company, the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto17.86. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two three business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto22.56. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 9 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto20.16. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth fifth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto39.155. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares solely to cover over-allotments at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Unless 10 hereof or unless otherwise agreed among to in writing by the Underwriters, the Selling Stockholder Representative and the Company, (1) for any ). Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto31.1025. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its sole their discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of delivery specified therein, provided that if such noticedate and time of delivery are the same as the Closing Date, such notice may be given one Business Day prior to such date and time of delivery.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto15.20. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 113.40 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company such Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before Except with respect to Option Shares to be purchased on the Closing Date, the purchase date must Date (for which notice shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date), the purchase date must if any, any such notice shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto156.6200. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and two (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 9.475 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto71.13. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, whole or from time to time in parttime, but not more than once, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 2.115 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Option Shares Company at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 9 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of delivery specified therein, provided that if such noticedate and time will be the Closing Date, notice may be given one business day prior.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto2.6513. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto71.44. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two business days prior to the Underwritersdate and time of delivery specified therein, the Selling Stockholder and the Company, (1) for any such written notice provided before except with respect to Option Shares to be purchased on the Closing Date, the purchase date must in which case such notice shall only be required at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto641.90. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, Any such notice (1) for other than any such written notice provided before given with respect to Option Shares to be delivered on the Closing Date, the purchase date must ) shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto63.315. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained and herein contained, but subject to the terms and conditions herein set forth hereinforth, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 $ the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretoA hereto from the Company. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such number increased as set forth in Section 12 8 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives, in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 8 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 182.875 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto13.81125. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto[—]. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before Except with respect to Option Shares to be purchased on the Closing Date, the purchase date must Date (for which notice shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date), the purchase date must if any, any such notice shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share Share (the “Purchase Price”) of $30.05 29.62 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share Share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may shall not be the same date and time as earlier than the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto19.34825. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased from the Company by the several Underwriters as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 Article X hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 Article X hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before the Closing Date, the purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided If after the Closing Date, the purchase date must any such notice shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto7.4166. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before Except with respect to Option Shares to be purchased on the Closing Date, the purchase date must Date (for which notice shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date), the purchase date must if any, any such notice shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto[●]. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto1.41. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto31.96. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two business days prior to the Underwritersdate and time of delivery specified therein, the Selling Stockholder and the Company, (1) for any such written notice provided before except with respect to Option Shares to be purchased on the Closing Date, the purchase date must in which case such notice shall only be required at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto33.47. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and which dividends or distributions are payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Underwriters in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Underwriters to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share of $78.96 (the “Purchase Price”) of $30.05 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before Except with respect to Option Shares to be purchased on the Closing Date, the purchase date must Date (for which notice shall be given at least one business day after the written notice is given and may not be earlier than prior to the Closing Date and (2) for unless the Company otherwise agrees), any such written notice provided after the Closing Date, the purchase date must shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto25.63875. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto19.74. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be given at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two three business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (Company the “Purchase Price”) of $30.05 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share (the “Purchase Price” ) of $11.31. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder agrees to sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations and warranties and agreements contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 6,000,000 Firm Shares and each Selling Shareholder hereby agrees to sell the number of Firm Shares set forth herein, agreesopposite its/his/her name in Schedule 2 hereto, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Firm Shares set forth opposite such that Underwriter’s 's name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares to the several Underwriters and the Underwriters, on the basis of the representations and warranties and agreements herein contained and subject to the conditions set forth herein, Each Underwriter shall have the option be obligated to purchase at their election, severally and not jointly, from the Company, and from each Selling Stockholder up to 900,000 Option Shareholder, that number of Firm Shares at which represent the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, same proportion of the number of Option Firm Shares to be purchased sold by the Company, and by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased Selling Shareholder, as the number of Underwritten Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such represents of the total number increased as set forth in Section 12 hereof) bears of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the aggregate number of Firm Shares shall be rounded among the Underwritten Shares being purchased from the Selling Stockholder by the several UnderwritersUnderwriters to avoid fractional shares, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall makeRepresentatives may determine. The In addition, the Company grants to the Underwriters may exercise the an option to purchase up to 1,000,000 Option Shares. Such option is granted for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares at any time in whole, or from time to time in part, on or before shall be purchased severally for the thirtieth day following the date account of the Prospectus, by written notice from the Representative Underwriters in proportion to the Selling Stockholder. Such notice shall set forth the aggregate number of Option Firm Shares as set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to which the option is being exercised and the date and time when the Option Shares are to shall be delivered and paid for, which may adjusted by the Representatives so that no Underwriter shall be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before the Closing Date, the purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.obligated to

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto41.325. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 9 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto9.94875. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (Company the “Purchase Price”) of $30.05 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share of $51.281425 (the “Purchase Price”). In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Underwriters in its their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Underwriters to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before Except with respect to Option Shares to be purchased on the Closing Date, the purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for if any, any such written notice provided after the Closing Date, the purchase date must shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto89.725. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days prior to the date and time of delivery specified therein. The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the written notice effectiveness of this Agreement as in the judgment of the Representatives is given andadvisable, and initially to offer the Shares on the terms set forth in each case, not later than ten business days after the date Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such noticeaffiliate may offer and sell Shares purchased by it to or through any Underwriter.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto41.83. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (Company the “Purchase Price”) of $30.05 the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 heretohereto at a price per share (the “Purchase Price” ) of $10.34. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto49.66. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares solely to cover over-allotments at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Unless 10 hereof or unless otherwise agreed among to in writing by the Underwriters, the Selling Stockholder Representatives and the Company, (1) for any ). Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share of $27.26 (the “Purchase Price”) of $30.05 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two (2) business days prior to the Underwritersdate and time of delivery specified therein, provided that if such date and time of delivery are the Selling Stockholder and the Company, (1) for any such written notice provided before same as the Closing Date, the purchase date must such notice may be at least given one business day after the written notice is given prior to such date and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date time of such noticedelivery.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto154.375. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among Any such notice shall be given at least two business days prior to the Underwritersdate and time of delivery specified therein, the Selling Stockholder and the Company, (1) for any such written notice provided before except with respect to Option Shares to be purchased on the Closing Date, the purchase date must in which case such notice shall only be required at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after prior to the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after the date of such notice.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto39.32. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 I hereto (or such number increased as set forth in Section 12 ‎10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 ‎10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto9.36. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before the Closing Date, the purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided If after the Closing Date, the purchase date must any such notice shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto3.81. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder at a price per share (the “Purchase Price”) of $30.05 [ ] from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto9.40. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto9.2625. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any Any such written notice provided before the Closing Date, the purchase date must shall be at least one business day after the written notice is given and may not be earlier than the Closing Date and (2) for any such written notice provided after the Closing Date, the purchase date must be at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.

Purchase of the Shares by the Underwriters. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations and representations, warranties and agreements contained set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $30.05 the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto5.805. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations and representations, warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase at their electionpurchase, severally and not jointly, from the Selling Stockholder up to 900,000 Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of the Underwritten Shares being purchased from the Selling Stockholder Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative Representatives in its their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectusthis Agreement, by written notice from the Representative Representatives to the Selling StockholderCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Unless otherwise agreed among the Underwriters, the Selling Stockholder and the Company, (1) for any such written notice provided before Except with respect to Option Shares to be purchased on the Closing Date, the purchase date must Date (for which notice shall be given at least one business day after the written notice is given and may not be earlier than prior to the Closing Date and (2) for unless the Company otherwise agrees), any such written notice provided after the Closing Date, the purchase date must shall be given at least two business days after the written notice is given and, in each case, not later than ten business days after prior to the date and time of such noticedelivery specified therein.