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

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stock, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 shares of Option Stock, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for the Firm Stock is $19.95 per share. The purchase price payable by the Underwriters for the Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 14,375,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stock, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, Company that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 2,156,250 shares of Option Stock, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Xxxxxx Brothers Inc. and Bear, Xxxxxxx & Co. Inc. may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is shall be $19.95 · per share. The purchase price payable by the Underwriters for the Option Stock Company shall not be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 2,055,000 shares of the Firm Stock and the each Selling Stockholder Shareholder hereby agrees to sell 14,000,000 the number of shares of the Firm StockStock set opposite their name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, Company and from the each Selling Stockholder, Shareholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the each Selling Stockholder Shareholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 __________ shares of Option Stock and Thermo Electron grants to the Underwriters an option to purchase up to __________ shares of Option Stock, severally and not jointly. Such Each such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 5 6 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representative may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm StockUnderwriters in Schedule 1 hereto. The respective purchase price payable by the Underwriters for the Firm Stock is $19.95 per share. The purchase price payable by the Underwriters for obligations of each Underwriter with respect to the Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared adjusted by the Company and payable on Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock but not payable on the and any Option StockStock shall be $_____ per share. The Company and or the Selling Stockholder are Shareholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any Delivery Date (as defined in Section 6), as the applicable Delivery Datecase may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 4,765,157 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 the number of shares of the Firm StockStock set forth opposite its name in Schedule II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 819,458 additional shares of Option Stock, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $19.95 35.8125 per share. The purchase price payable by , less, in the Underwriters for the case of Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 30,000,000 the number of shares of the Firm Stock and the set opposite such Selling Stockholder agrees to sell 14,000,000 shares of the Firm StockStockholder’s name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the each Selling Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the each Selling Stockholder Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the each Selling Stockholder identified on Schedule 2 grants to the Underwriters an option to purchase up to 6,600,000 shares of Option Stock, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Option Stock set opposite such Selling Stockholder’s name in the offering and as set forth in Section 5 hereof. Each Underwriter agreesSchedule 2 hereto, severally and not jointly, to purchase the number of shares several Underwriters. Such option is exercisable as provided in Section 5 hereof. Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representative may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm StockUnderwriters in Schedule 1 hereto. The respective purchase price payable by the Underwriters for the Firm Stock is $19.95 per share. The purchase price payable by the Underwriters for obligations of each Underwriter with respect to the Option Stock shall be adjusted by the same Representatives so that no Underwriter shall be obligated to purchase price per Option Stock other than in 100 share as amounts. If less than all the shares of Option Stock are purchased by the Underwriters pursuant to this Section 3, the shares of Option Stock so purchased shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared be sold by the Company Selling Stockholders identified on Schedule 2 on a pro rata basis, unless agreed otherwise by the Representatives and payable on the Selling Stockholders. The price of both the Firm Stock but not payable on the and any Option StockStock shall be $18.1068 per share. The Company and the Selling Stockholder are Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any Delivery Date (as hereinafter defined), as the applicable Delivery Datecase may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 [ ] shares of the Firm Stock and each of the Selling Stockholder Shareholders hereby agrees to sell 14,000,000 the number of shares of the Firm StockStock set opposite their name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, Company and from the each Selling Stockholder, Shareholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the each Selling Stockholder Shareholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the Selling Stockholder grants Shareholders grant to the Underwriters an option to purchase up to 6,600,000 [ ] shares of Option Stock, severally and not jointly. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representative may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm StockUnderwriters in Schedule 1 hereto. The respective purchase price payable by the Underwriters for the Firm Stock is $19.95 per share. The purchase price payable by the Underwriters for obligations of each Underwriter with respect to the Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared adjusted by the Company and payable on Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock but not payable on the and any Option StockStock shall be $[ ] per share. The Company and the Selling Stockholder are Shareholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery Date, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 42,424,242 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stock, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 6,363,636 additional shares of Option Stock, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $19.95 8.023125 per share. The purchase price payable by , less, in the Underwriters for case of the Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on the such Option Stock. The Company and the Selling Stockholder are is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein. Upon authorization by the Representative of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder agrees to sell 30,000,000 the number of shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stockset forth opposite its name in Schedule II hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, Stockholders that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder Stockholders as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. Subject to the sale of the Firm Stock by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters agree to sell to the Company, and the Company agrees to purchase from the Underwriters, the number of Repurchase Shares specified herein at the price payable to the Selling Stockholders by the Underwriters for both the Firm Stock and any Option Stock as set forth below in the third paragraph of this Section 3. In addition, the each Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 4 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable ; provided, however, that the amount paid by the Underwriters for the Firm Stock is $19.95 per share. The purchase price payable by the Underwriters for the any Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the such Option Stock. The Company purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $108.60 per share. The number of shares of Firm Stock to be purchased by each Underwriter from the Selling Stockholders at the price to the public set forth in Schedule IV (the “Price to Public”) shall be based on the same proportion as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, subject to rounding among the Underwriters to avoid fractional shares, as the Representatives may determine. The number of shares of Firm Stock to be sold by each Selling Stockholder to the Underwriters at the Price to Public shall be based on the same proportion as the number of shares of the Firm Stock set forth opposite the name of such Selling Stockholder in Schedule II represents to the total number of shares of the Firm Stock to be sold by all of the Selling Stockholders pursuant to this Agreement, subject to rounding among the Underwriters to avoid fractional shares, as the Representatives may determine. The Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 99,778 shares of the Firm Stock and the each Selling Stockholder agrees to sell 14,000,000 the number of shares of the Firm StockStock set forth opposite its 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 the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the each Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of the Firm Stock in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of the Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of the Option Stock to be sold on such Delivery Date as the number of shares of the Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of the Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is shall be $19.95 17.4825 per share. The purchase price payable by the Underwriters for the Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are Stockholders shall not be obligated to deliver any shares of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder agrees to sell 30,000,000 the number of shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stockset forth opposite its name in Schedule II hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, Stockholders that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder Stockholders as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. Subject to the sale of the Firm Stock by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters agree to sell to the Company, and the Company agrees to purchase from the Underwriters, the number of Repurchase Shares specified herein at the price to the public set forth in Schedule IV (the “Price to Public”), as described in the Pricing Disclosure Package and the Prospectus. In addition, the each Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 4 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable ; provided, however, that the amount paid by the Underwriters for the Firm Stock is $19.95 per share. The purchase price payable by the Underwriters for the any Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the such Option Stock. The Company purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $93.3625 per share; provided that the purchase price payable by the Underwriters to the Selling Stockholders for the shares of Firm Stock that are being repurchased by the Company pursuant to the Share Repurchase shall instead be equal to the Price to Public. The number of shares of Firm Stock to be purchased by each Underwriter from the Selling Stockholders at the Price to Public shall be based on the same proportion as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement, subject to rounding among the Underwriters to avoid fractional shares, as the Representatives may determine. The number of shares of Firm Stock to be sold by each Selling Stockholder to the Underwriters at the Price to Public shall be based on the same proportion as the number of shares of the Firm Stock set forth opposite the name of such Selling Stockholder in Schedule II represents to the total number of shares of the Firm Stock to be sold by all of the Selling Stockholders pursuant to this Agreement, subject to rounding among the Underwriters to avoid fractional shares, as the Representatives may determine. The Selling Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 30,000,000 the number of shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stockset forth opposite its 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 the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the such Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the each Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder's name in Schedule 2 hereto, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is $19.95 shall be $ • per share. The purchase price payable by the Underwriters for the Option Stock Selling Stockholders shall not be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 14,375,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stock, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, Company that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 2,156,250 shares of Option Stock, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Xxxxxx Brothers Inc. and Bear, Xxxxxxx & Co. Inc. may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is shall be $19.95 11.22 per share. The purchase price payable by the Underwriters for the Option Stock Company shall not be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder hereby agrees to sell 30,000,000 the number of shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stockset opposite his, her or its 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 the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the each Selling Stockholder, Stockholder that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the such Selling Stockholder Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the Selling Stockholder __________ grants to the Underwriters an option to purchase up to 6,600,000 375,000 shares of Option Stock, severally and not jointly. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representative may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm StockUnderwriters in Schedule 1 hereto. The respective purchase price payable by the Underwriters for the Firm Stock is $19.95 per share. The purchase price payable by the Underwriters for obligations of each Underwriter with respect to the Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared adjusted by the Company and payable on Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock but not payable on the and any Option StockStock shall be $_____ per share. The Company and the Selling Stockholder are Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 17,480,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stock, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 2,622,000 shares of the Option Stock, severally and not jointly. Such option is exercisable granted for the purpose of covering over-allotments in the event that sale of the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as set forth provided in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of the Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of the Option Stock to be sold on at such Delivery Date Time as the number of shares of the Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of the Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is $19.95 shall be $ per share. The purchase price payable by the Underwriters for the Option Stock Company shall not be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or the Option Stock to be delivered on at the applicable Delivery DateTime, except upon payment for all such Stock to be purchased on at such Delivery Date Time as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 shares of the Firm Stock and the each Selling Stockholder agrees to sell 14,000,000 the number of shares of the Firm StockStock set forth opposite its name in Schedule II hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, Stockholders that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder Stockholders as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, Subject to the sale of the Stock by the Selling Stockholder grants Stockholders to the Underwriters an option in compliance with the terms of this Agreement, the Underwriters agree to sell to the Company, and the Company agrees to purchase up to 6,600,000 shares of Option Stockfrom the Underwriters, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in Repurchase Shares specified herein at the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion price payable to the total number of shares of Option Selling Stockholders by the Underwriters for the Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for the Firm Stock is $19.95 114.20 per share. The purchase price payable number of shares of Stock to be purchased by each Underwriter from the Selling Stockholders shall be based on the same proportion as the number of shares of the Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Stock to be purchased by all of the Underwriters for pursuant to this Agreement, subject to rounding among the Option Underwriters to avoid fractional shares, as the Representatives may determine. The number of shares of Stock shall to be the same purchase price per share as sold by each Selling Stockholder to the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable be based on the Firm same proportion as the number of shares of the Stock but not payable on set forth opposite the Option Stockname of such Selling Stockholder in Schedule II represents to the total number of shares of the Stock to be sold by all of the Selling Stockholders pursuant to this Agreement, subject to rounding among the Underwriters to avoid fractional shares, as the Representatives may determine. The Company and the Selling Stockholder Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 4,400,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stock, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that the Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, Company that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 660,000 additional shares of Option Stock, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock Shares to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is shall be $19.95 24.38121392 per share. The purchase price payable by the Underwriters for the Option Stock Company shall not be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder agrees to sell 30,000,000 the number of shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stockset forth opposite its 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 the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the each Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any election to purchase Option Stock shall be made in proportion to the amount of Option Stock to be sold by each Selling Stockholder. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Bear, Xxxxxxx & Co. Inc. and Xxxxxx Brothers Inc. may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is shall be $19.95 • per share. The purchase price payable by the Underwriters for the Option Stock Selling Stockholders shall not be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Firm Selling Stockholder hereby agrees to sell 30,000,000 the number of shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stockset forth opposite its name in Schedule 2-A hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the each Firm Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the each Firm Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. In addition, the each Option Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 the number of shares of Option StockStock set forth opposite such Option Selling Stockholder’s name in Schedule 2-B hereto, severally and not jointly. Such option is exercisable granted in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock and is exercisable as provided in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the offering and maximum number of shares of Option Stock to be sold by each Option Selling Stockholder as set forth in Section 5 hereofSchedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is shall be $19.95 36.385 per share. The purchase price payable by the Underwriters for the Option Stock Selling Stockholders shall not be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock Stock, as the case may be, to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder agrees to sell 30,000,000 the number of shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stockset forth opposite its 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 the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the each Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any election to purchase Option Stock shall be made in proportion to the amount of Option Stock to be sold by each Selling Stockholder. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable of both the Firm Stock and any Option Stock purchased by the Underwriters for the Firm Stock is shall be $19.95 18.90 per share. The purchase price payable by the Underwriters for the Option Stock Selling Stockholders shall not be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 shares of the Firm Stockeach Seller agrees, severally and not jointly, to sell to the several UnderwritersUnderwriters the respective number of shares of the Firm Stock set forth in Schedule 2 hereto opposite its name, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock that which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company Company, and by the Selling Stockholder Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I 1 represents to of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 shares of Option Stock, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares set forth in Schedule 2 hereto opposite its name. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as the Representative may determine) that bears the same proportion to the total number of shares provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm StockUnderwriters in Schedule 1 hereto. The respective purchase price payable by the Underwriters for the Firm Stock is $19.95 per share. The purchase price payable by the Underwriters for obligations of each Underwriter with respect to the Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared adjusted by the Company and payable on Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock but not payable on the and any Option StockStock shall be $28.80 per share. The Company and the Selling Stockholder are Sellers shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 [●] shares of the Firm Stock, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the Selling Stockholder Company grants to the Underwriters an option to purchase up to 6,600,000 [•] additional shares of Option Stock, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $19.95 [●] per share. The purchase price payable ; provided, however, that the amount paid by the Underwriters for the any Option Stock shall be the same purchase price per share as the Underwriters shall pay for the Firm Stock, less reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the such Option Stock. The Company and the Selling Stockholder are is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees Selling Stockholders agree to sell 30,000,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 14,000,000 [●] shares of the Firm Stock, severally and not jointlyas set forth on Schedule II, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representative Representatives may determine. In addition, the each Selling Stockholder grants to the Underwriters an option to purchase up to 6,600,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule II hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule I hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for the Firm Stock is $19.95 [●] per share. The share and the purchase price payable by the Underwriters for the any Option Stock shall be is the same purchase price per share as the Underwriters shall pay paid for the Firm Stock, Stock less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company and the Selling Stockholder Stockholders are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.