Common use of Sale and Delivery to Underwriters Closing Clause in Contracts

Sale and Delivery to Underwriters Closing. (a) The 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, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the 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 $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the 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 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives to the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to each Underwriter, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such and each Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the 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 purchasedCompany, the number aggregate principal amount 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 Securities set forth opposite the name of such Underwriter in on Schedule 1 hereto (I hereto, at a purchase price equal to 98.5% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 620 Eighth Avenue, 42nd Floor, New York, New York 1001, or such number increased other place as set forth in Section 10 hereof) bears may be agreed to by the aggregate number Representative and the Company, and payment of Underwritten Shares being purchased from the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the several Representative and the Company, no later than 10:00 a.m. (New York City time) on May 1, 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Xxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, subjectmay (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, howeverbut such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such adjustments to eliminate any fractional Shares denominations and registered in such names as the Representatives Representative may request in their sole discretion writing at least one full business day prior to the Closing Time. The Global Note shall makebe made available for examination by the Representative not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may exercise rely upon any opinions or certificates or other documents delivered by the option Company or its counsel or designees 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 Representatives to the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinthem.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to each Underwriter, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such and each Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the 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 purchasedCompany, the number aggregate principal amount 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 2030 Notes set forth opposite the name of such Underwriter in on Schedule 1 hereto (I hereto, at a purchase price equal to 99.35% of the aggregate principal amount thereof, and the aggregate principal amount of 2035 Notes set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 99.125% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such number increased other place as set forth in Section 10 hereof) bears may be agreed to by the aggregate number Representative and the Company, and payment of Underwritten Shares being purchased from the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the several Representative and the Company, no later than 10:00 a.m., New York City time, on March 3, 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Xxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives to the Company. 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 (but shall not be earlier than obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date or later than Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the tenth full business day after Securities purchased by the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice Underwriters shall be given made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the date Closing Time. The Global Note shall be made available for examination by the Representative not later than 4:55 p.m. New York City time, on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and time of delivery specified thereinto be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Trust agrees to sell to each Underwriter, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such and each Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the Company Trust, at a price of $1,000 per Capital Security, 150,000 Capital Securities. Deliveries of a certificate or certificates for the Option Shares Capital Securities shall be made at the Purchase Price less an amount per share equal offices of Thacher Proffitt & Wood LLP in The Citx xx Xxx Xxxx, Xew Xxxx, or such other place as may be agreed to any dividends or distributions declared by the Company Representative and payable the Offerors, and payment of the purchase price for the Capital Securities shall be made by the Representative to the Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Offerors, no later than 10:00 a.m., New York City time, on January 26, 2006 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwritten Shares but not payable on Representative and the Option SharesOfferors (such time and date of payment and delivery being herein called the "Closing Time"). If any Option Shares are It is understood that each Underwriter has authorized the Representative, for its account, to be purchasedaccept delivery of, receipt for, and make payment of the purchase price for, the number Capital Securities which it has agreed to purchase. Sandler O'Neill, individually and not as Reprexxxxxxxve of Option Shares the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by each any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Capital Securities purchased by the Underwriters shall be the number of Option Shares which bears the same ratio made to the aggregate number Trust by wire transfer of Option Shares being immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. Certificates for the Capital Securities shall be in such denominations and registered in such names as the number of Underwritten Shares set forth opposite the name of such Underwriter Representative may request in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives to the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given writing at least two business days prior to the date and time of delivery specified therein.the

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to each Underwriter, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such and each Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the 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 purchasedCompany, the number aggregate principal amount 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 Securities set forth opposite the name of such Underwriter in on Schedule 1 hereto I hereto, at a purchase price equal to 99.058% of the aggregate principal amount thereof, plus accrued and unpaid interest from May 15, 2015 to the Closing Time (as defined below) and payable at such Closing Time. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such number increased other place as set forth in Section 10 hereof) bears may be agreed to by the aggregate number Representative and the Company, and payment of Underwritten Shares being purchased from the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the several Representative and the Company, no later than 10:00 a.m., New York City time, on June 11, 2015 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Sandler X’Xxxxx, individually and not as Representative of the Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives to the Company. 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 (but shall not be earlier than obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date or later than Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the tenth full business day after Securities purchased by the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice Underwriters shall be given made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the date Closing Time. All certificates for the Securities shall be made available for examination and time packaging, if applicable, by the Representative in The City of delivery specified thereinNew York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to each Underwriter, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such and each Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the 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 purchasedCompany, the number aggregate principal amount 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 Securities set forth opposite the name of such Underwriter in on Schedule 1 hereto (I hereto, at a purchase price equal to 98.061% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such number increased other place as set forth in Section 10 hereof) bears may be agreed to by the aggregate number Representative and the Company, and payment of Underwritten Shares being purchased from the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the several Representative and the Company, no later than 10:00 a.m., New York City time, on November 17, 2014 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives to the Company. 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 (but shall not be earlier than obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date or later than Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the tenth full business day after Securities purchased by the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice Underwriters shall be given made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the date Closing Time. All certificates for the Securities shall be made available for examination and time packaging, if applicable, by the Representative in The City of delivery specified thereinNew York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) The On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue sell to each Underwriter, severally and sell not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Underwritten Shares Company, at a purchase price of $31.975 per share, the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the several Underwriters as provided provisions of Section 10 hereof. On the basis of the representations and warranties contained in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each of the Underwriters, and the Underwriters shall have a one-time right to purchase from the Company, severally and not jointly, at a purchase price of $31.975 per share, in the aggregate up to 500,000 Additional Securities. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Time (as defined below) but not later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 2(c) hereof solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the 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 $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the 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 Additional Securities (subject to be purchased by each Underwriter shall be the number of Option Shares which such adjustments to eliminate fractional shares as you may determine) that bears the same ratio proportion to the aggregate total number of Option Shares being Additional Securities to be purchased as the number of Underwritten Shares Firm Securities set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate total number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives to the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinFirm Securities.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to each Underwriter, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such and each Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the 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 purchasedCompany, the number aggregate principal amount 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 Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 99.064% of the aggregate principal amount thereof. Deliveries of a certificate or certificates for the Securities shall be made at the offices of Txxxxxx Xxxxxxxx & Wxxx llp in Schedule 1 hereto (The City of New York, New York, or such number increased other place as set forth in Section 10 hereof) bears may be agreed to by the aggregate number Representative and the Company, and payment of Underwritten Shares being purchased from the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the several Representative and the Company, no later than 10:00 a.m., New York City time, on May 1, 2007 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. KBW, individually and not as Representative of the Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives to the Company. 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 (but shall not be earlier than obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date or later than Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the tenth full business day after Securities purchased by the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice Underwriters shall be given made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the date Closing Time. All certificates for the Securities shall be made available for examination and time packaging, if applicable, by the Representative in The City of delivery specified thereinNew York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue Subscription for the Initial Shares and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on Payment of Aggregate Issue Price. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share herein (the “Purchase Price”i) of $16.97. In addition, the Company agrees to issue and sell the Option Initial Shares to the Subscription Agent, acting for the account of the several Underwriters Underwriters, as provided in this Agreementsubsection (ii) below; (ii) the Underwriters agree severally to purchase and underwrite the Initial ADSs as set forth on Schedule A hereto, and (iii) the Subscription Agent, acting for the account of the several Underwriters, agrees and undertakes to subscribe, on the basis date hereof, for the Initial Shares at a price of € 1.00 (the “Issue Price”) and to pay to the Company the Issue Price for each of the representationssubscribed Initial Shares by crediting with value no later than [●] [A.M.], warranties Central European Time (“CET”) on [ ], 2015, the Issue Price multiplied by the number of Initial Shares (the “Aggregate Issue Price”) into a special account opened at Raiffeisen Bank International AG (account number [ ]) in the name of the Company and agreements set forth herein entitled “[ ]” (the “Capital Increase Account”), such account to be non-interest bearing and free of charges; and (iii) for the purpose of registering the Capital Increase representing the Initial Shares in the Commercial Register, the Subscription Agent will, subject to the conditions set forth stated herein, shall have execute in its own name, but for the option to purchase, severally and not jointly, from the 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 account 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 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives and deliver to the Company. Such notice shall set forth Company a subscription certificate (Zeichnungsschein) (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 but shall not be earlier than the Closing Date or “Subscription Certificate”) no later than the tenth full business day after the date of such notice (unless such time and date are postponed [●] [A.M.] CET on [ ], 2015, duly signed in duplicate in accordance with the provisions Austrian Stock Corporation Act (Aktiengesetz, “AktG”) for the Initial Shares, and will effect payment of Section 10 hereof). Any such notice shall be given at least two business days prior the Aggregate Issue Price as described in subsection (a)(ii) above to the date Capital Increase Account. Upon crediting the Aggregate Issue Price and time no later than [●] [A.M.] CET on [ ], 2015 Raiffeisen Bank International AG will cause delivery to the Company of delivery specified therein.a bank certificate (Einzahlungsbestätigung) (the “Bank Certificate”), confirming such credit pursuant to Section 170(1), 155(2), 28(2), 28a(1) and 29(1) AktG.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to each Underwriter, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such and each Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the 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 purchasedCompany, the number aggregate principal amount 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 Securities set forth opposite the name of such Underwriter in on Schedule 1 hereto (I hereto, at a purchase price equal to 98.75% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such number increased other place as set forth in Section 10 hereof) bears may be agreed to by the aggregate number Representative and the Company, and payment of Underwritten Shares being purchased from the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the several Representative and the Company, no later than 10:00 a.m. (New York City time) on November 23, 2021 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. KBW, individually and not as Representative of the Underwriters, subjectmay (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, howeverbut such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such adjustments to eliminate any fractional Shares denominations and registered in such names as the Representatives Representative may request in their sole discretion writing at least one full business day prior to the Closing Time. The Global Note shall makebe made available for examination by the Representative not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may exercise rely upon any opinions or certificates or other documents delivered by the option Company or its counsel or designees 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 Representatives to the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinthem.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, the respective number principal amount of Underwritten Shares Securities set forth opposite such Underwriter’s name in Schedule 1 A hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the 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 at a purchase price equal to ______% of the principal amount thereof, plus accrued interest, if any, from ___________ __, 1996, plus any additional principal amount of Securities which such number increased as set forth in Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) bears to . Payment of the aggregate number purchase price for, and delivery of, the Securities shall be made at the offices of Underwritten Shares being purchased from the Company by the several UnderwritersXxxxxxx Xxxxxxx & Xxxxxxxx, subject000 Xxxxxxxxx Xxxxxx, howeverXxx Xxxx, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in wholeXxx Xxxx 00000, or from time to time in partat such other place as shall be agreed upon by you and the Company, at 10:00 A.M., on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full [third][fourth] business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof10) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called "Closing Time"). Any such notice Payment shall be given made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters of the Securities to be purchased by them. The Securities shall be in fully registered book-entry form in such denominations and registered in such names as the Underwriters may request in writing at least two business days before Closing Time, and shall be made available for examination and packaging by the Underwriters not later than 10:00 A.M. on the last business day prior to the date and time of delivery specified thereinClosing Time.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Company, at a purchase price of $38.4925 per share, the number of Firm Securities set forth hereinin Schedule A hereto opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and the Underwriters shall have a one-time right to purchase from the Company, severally and not jointly, at a purchase price of $38.4925 per share, in the aggregate up to 900,000 Additional Securities. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, but at any time within such 30 days, which notice shall specify the number of Additional Securities to be purchased by the Underwriters and the time and date on which such shares are to be purchased. Such date may be the same as the Closing Time but shall in no event be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 2(c) hereof solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the 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 $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the 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 Additional Securities (subject to be purchased by each Underwriter shall be the number of Option Shares which such adjustments to eliminate fractional shares as you may determine) that bears the same ratio proportion to the aggregate total number of Option Shares being Additional Securities to be purchased as the number of Underwritten Shares Firm Securities set forth opposite the name of such Underwriter in Schedule 1 A hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate total number of Underwritten Shares being purchased from the Firm Securities. (b) The Company has been advised by the several Underwriters, subject, however, Representatives that the Underwriters propose to such adjustments to eliminate any fractional Shares make a public offering of the Securities as soon as the Representatives in their sole discretion shall makedeem advisable after this Agreement has been executed and delivered. The Company has further been advised by the Representatives that the Underwriters may exercise propose to initially offer the option Securities to the public at the public offering price of $39.5625 per share. (c) Payment of the purchase Option Shares price for, and delivery of certificates for, the Firm Securities shall be made at any time in wholethe office of Berlack, Israels & Xxxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, at such other place as shall be agreed upon by written notice from the Representatives to and the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice at 10:00 A.M. on February 19, 1998 (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any , or such notice other time not later than five business days after such date as shall be given at least two business days prior agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the Closing Time ). Payment shall be made to the date and time Company by wire transfer in immediately available funds against delivery to the Representatives for the respective accounts of delivery specified therein.the Underwriters of

Sale and Delivery to Underwriters Closing. (a) The On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue sell to each Underwriter, severally and sell the Underwritten Shares to the several Underwriters as provided in this Agreementnot jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at $______ per share, the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In addition, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional 525,000 shares of Common Stock at the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share set forth in paragraph (a) above. The option hereby granted will expire 30 days after the “Purchase Price”) Representation Date, and may be exercised in whole or in part from time to time only for the purpose of $16.97. In addition, covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company agrees setting forth the number of Option Securities as to issue and sell the Option Shares to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as provided in this Agreementhereinafter defined, unless otherwise agreed upon by the Representative and the Company. . If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, acting severally and not jointly, from will purchase that proportion of the Company the total number of 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, Securities then being purchased which 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 Initial Securities set forth in Schedule A opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate total number of Underwritten Shares being purchased from Initial Securities (except as otherwise provided in the Company by the several UnderwritersPricing Agreement), subject, however, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional Shares as the Representatives in 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 Representatives to the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinshares.

Sale and Delivery to Underwriters Closing. (a) The Subject to the terms and conditions herein, (i) (A) the Company agrees to issue and sell to each of the Underwritten Shares to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto Company, at a purchase price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the 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 Firm Securities set forth opposite the name of such Underwriter in Schedule 1 I hereto and, (or B) in the event and to the extent that the Underwriters exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (i)(A) of this Section 2(a), that portion of the number of Company Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number increased of Company Optional Securities by a fraction, the numerator of which is the maximum number of Company Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Section 10 hereofSchedule I hereto and the denominator of which is the maximum number of Company Optional Securities that all of the Underwriters are entitled to purchase hereunder; (ii) bears (A) each Selling Shareholder agrees, severally and not jointly, to sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from such Selling Shareholder, at a purchase price per share of $______, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule II hereto and (B) in the event and to the aggregate extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, each Selling Shareholder agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from such Selling Shareholder, at the purchase price per share set forth in clause (ii)(A) of this Section 2(a), that portion of the number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in 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 Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares Selling Shareholders' Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Selling Shareholders' Optional Securities by a fraction, the option numerator of which is being exercised the maximum number of Selling Shareholders' Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II hereto and the date and time when denominator of which is the Option Shares maximum number of Selling Shareholders' Optional Securities that all of the Underwriters are entitled to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinpurchase hereunder.

Sale and Delivery to Underwriters Closing. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to each Underwriter, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such and each Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the 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, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the 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 purchasedCompany, the number aggregate principal amount 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 Securities set forth opposite the name of such Underwriter in on Schedule 1 hereto (I hereto, at a purchase price equal to 98.75% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such number increased other place as set forth in Section 10 hereof) bears may be agreed to by the aggregate number Representative and the Company, and payment of Underwritten Shares being purchased from the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the several Representative and the Company, no later than 10:00 a.m. (New York City time) on September 3, 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Xxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, subjectmay (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, howeverbut such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such adjustments to eliminate any fractional Shares denominations and registered in such names as the Representatives Representative may request in their sole discretion writing at least one full business day prior to the Closing Time. The Global Note shall makebe made available for examination by the Representative not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may exercise rely upon any opinions or certificates or other documents delivered by the option Company or its counsel or designees 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 Representatives to the Company. 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 but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinthem.