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

Sale and Delivery to Underwriters Closing. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule 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 other place as may be agreed to by the Representative and the Company, and payment of 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 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, may (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, but 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 denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be 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 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. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities 2030 Notes set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.599.35% 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 Xxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, The New York Times BuildingXxxx Xxxxx Xxxxxx, 620 Eighth AvenueXxx Xxxx, 42nd Floor, New York, New York 1001Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative and the Company, no later than 10:00 a.m. (a.m., New York City time) , on May 1March 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, may (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, but 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 denominations and registered in such names as the Representative may request in writing at least one full two business day days prior to the Closing Time. The Global Note shall be made available for examination by the Representative not later than 10:00 a.m. (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 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. 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 Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth in Schedule A hereto opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.5______% of the aggregate principal amount thereof, plus accrued interest, if any, from ___________ __, 1996, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. Delivery Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx & Xxxxxxx LLPXxxxxx, The New York Times BuildingXxx Xxxx, 620 Eighth Avenue, 42nd Floor, New York, New York 1001Xxx Xxxx 00000, or at such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative you and the Company, no later than at 10:00 a.m. A.M., on the [third][fourth] business day (New York City timeunless postponed in accordance with the provisions of Section 10) on May 1following the date of this Agreement, 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative Underwriters 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, may (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, but 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 Companyfunds, against delivery to the Representative for the respective accounts Underwriters of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwritersthem. The Securities represented by the Global Note shall be in fully registered book-entry form in such denominations and registered in such names as the Representative Underwriters may request in writing at least one full two business day prior to the days before Closing Time. The Global Note , and shall be made available for examination and packaging by the Representative Underwriters not later than 10:00 a.m. (New York City time) A.M. on the last 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) 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the aggregate purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities Offered Bonds set forth opposite the name of such Underwriter on in Schedule I II hereto, at a plus any additional principal amount of Offered Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price equal to 98.5% for, and delivery of certificates for, the aggregate principal amount thereof. Delivery of the Securities Offered Bonds shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLPoffice at the location specified in Schedule I, The New York Times Building, 620 Eighth Avenue, 42nd Floor, New York, New York 1001, or such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative and the Company, no later than 10:00 a.m. 9:00 A.M. (New York City Eastern time) on May 1the third (fourth, 2020 if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative Underwriters and the Company (such time and date of payment and delivery being herein called the “"Closing Time”Date"). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized the RepresentativeRobexx X. Xxxxx, for xxr its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities Offered Bonds which it has agreed to purchase. Xxxxx Xxxxxxx & Co.Robexx X. Xxxxx, individually xxdividually and not as Representative representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities Offered Bonds to be purchased by any Underwriter whose funds have check has not been received by the Closing TimeDate, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment (c) Certificates 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 Offered Bonds shall be in such denominations and registered in such names as the Representative Underwriters may request in writing at least one full business day prior to before the Closing TimeDate. The Global Note shall certificates for the Offered Bonds will be made available to the Underwriters for examination by at the Representative location specified in Schedule I hereto not later than 10:00 a.m. (New York City a.m., Eastern 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 rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to themDate.

Sale and Delivery to Underwriters Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I heretoTrust, at a purchase price equal to 98.5% of $1,000 per Capital Security, 150,000 Capital Securities. Deliveries of a certificate or certificates for the aggregate principal amount thereof. Delivery of the Capital Securities shall be made at the offices of Xxxxxxxxx Thacher Proffitt & Xxxxxxx LLPWood LLP in The Citx xx Xxx Xxxx, The New York Times Building, 620 Eighth Avenue, 42nd Floor, New York, New York 1001Xew Xxxx, or such other place as may be agreed to by the Representative and the CompanyOfferors, and payment of the purchase price for the Capital Securities shall be made by the Representative to the Company Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the CompanyOfferors, no later than 10:00 a.m. (a.m., New York City time) , on May 1January 26, 2020 2006 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 Offerors (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 Capital Securities which it has agreed to purchase. Xxxxx Xxxxxxx & Co.Sandler O'Neill, individually and not as Representative Reprexxxxxxxve of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by 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 made to the Company Trust 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 certificates for the Capital Securities (collectively, the “Global Note”) to be purchased by them. Certificates for the Underwriters. The Capital 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 one full two business day days prior to the Closing Time. The Global Note shall be 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 rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.the

Sale and Delivery to Underwriters Closing. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.598.75% 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, 620 Eighth Avenue000 Xxxxxx Xxxxxx, 42nd Floor00xx Xxxxx, New YorkXxx Xxxx, New York 1001Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative and the Company, no later than 10:00 a.m. (New York City time) on May 1November 23, 2020 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. Xxxxx Xxxxxxx & Co.KBW, individually and not as Representative of the Underwriters, may (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, but 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 denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be 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 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. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.598.75% 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, 620 Eighth Avenue000 Xxxxxx Xxxxxx, 42nd Floor00xx Xxxxx, New YorkXxx Xxxx, New York 1001Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative and the Company, no later than 10:00 a.m. (New York City time) on May 1September 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, may (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, but 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 denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be 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 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) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyTrust, at the price per security set forth in the Pricing Agreement, the aggregate principal amount number of the [Initial] Securities set forth in Schedule A opposite the name of such Underwriter on Schedule I hereto(except as otherwise provided in the Pricing Agreement), at a plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price equal per security to 98.5% of be paid by the aggregate principal amount thereof. Delivery of several Underwriters for the [Designated] Securities shall be made at an amount equal to the offices initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of Xxxxxxxxx & Xxxxxxx LLPbusiness on the fourth business day following the date of this Agreement, The New York Times Buildingthis Agreement shall terminate forthwith, 620 Eighth Avenuewithout liability of any party to any other party, 42nd Floor, New York, New York 1001, or such other place as may be unless otherwise agreed to by the Representative Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, and payment the Company hereby agrees to pay at Closing Time (as defined below) to the Representative, for the accounts of the purchase price for the Securities shall be made several Underwriters, a commission per Preferred Security determined 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 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 agreement between 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, may (but shall not be obligated to) make payment of the purchase price for the Preferred Securities to be purchased by 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 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 denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be 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 rely upon any opinions or certificates or other documents delivered by the Company Trust hereunder at Closing Time or its counsel or designees to themrelevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreement.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyTrust, at the price of $25 per Preferred Security and at an annual distribution rate per Preferred Security set forth in the Pricing Agreement, the aggregate principal amount number of the Preferred Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In the event that the annual distribution rate has not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on Schedule I heretothe fourth business day following the date of this Agreement, at a purchase price equal this Agreement shall terminate forthwith, without liability of any party to 98.5% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLPany other party, The New York Times Building, 620 Eighth Avenue, 42nd Floor, New York, New York 1001, or such other place as may be unless otherwise agreed to by the Representative Offerors and the Underwriters. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the entire proceeds of the sale of the Preferred Securities (together with the entire proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Subordinated Debt Securities of the Company, and payment the Company hereby agrees to pay at the Closing Time (as defined below) to Merrxxx Xxxcx, xxr the accounts of the purchase price for several Underwriters, a commission per Preferred Security determined by agreement between 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 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 Underwriters 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, may (but shall not be obligated to) make payment of the purchase price for the Preferred Securities to be purchased by any Underwriter whose funds have not been received delivered by the Closing Time, but 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 denominations and registered in such names as the Representative may request in writing Trust hereunder at least one full business day prior to the Closing Time. The Global Note commission, when so determined, shall be made available for examination by set forth in 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 Pricing 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. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.599.064% of the aggregate principal amount thereof. Delivery Deliveries of a certificate or certificates for the Securities shall be made at the offices of Xxxxxxxxx Txxxxxx Xxxxxxxx & Xxxxxxx LLP, Wxxx llp in The New York Times Building, 620 Eighth Avenue, 42nd Floor, City of New York, New York 1001York, or such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative and the Company, no later than 10:00 a.m. (a.m., New York City time) , on May 1, 2020 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. Xxxxx Xxxxxxx & Co.KBW, individually and not as Representative of the Underwriters, may (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, but 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 certificates for the Securities (collectively, the “Global Note”) to be purchased by them. Certificates for 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 one full two business day days prior to the Closing Time. The Global Note All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative not later than 10:00 a.m. (in The City of 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 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. On (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 representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriteragrees, 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 each Underwritersell 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 CompanyCompany 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 principal amount number of Option Shares being purchased as the Securities number of Underwritten Shares set forth opposite the name of such Underwriter on in Schedule I hereto, at a purchase price equal 1 hereto (or such number increased as set forth in Section 10 hereof) bears to 98.5% of the aggregate principal amount thereof. Delivery number 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 other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to Underwritten Shares being purchased from the Company by wire transfer 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 immediately available funds contemporaneous with closing at such place the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as shall be agreed upon by to which the Representative option is being exercised and the Companydate and time when the Option Shares are to be delivered and paid for, no which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or later than 10:00 a.m. the tenth full business day after the date of such notice (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 (unless such time and date are postponed in accordance with the provisions of payment and delivery being herein called the “Closing Time”Section 10 hereof). 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, may (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, but Any such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters notice 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 denominations and registered in such names as the Representative may request in writing given at least one full two business day days prior to the Closing Time. The Global Note shall be 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 date 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 themtime of delivery specified therein.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $38.4925 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 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 principal amount 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 the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite the name of such Underwriter on in Schedule I hereto, A hereto bears to the total number of Firm Securities. (b) The Company has been advised by the Representatives that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has further been advised by the Representatives that the Underwriters propose to initially offer the Securities to the public at a the public offering price of $39.5625 per share. (c) Payment of the purchase price equal to 98.5% for, and delivery of certificates for, the aggregate principal amount thereof. Delivery of the Firm Securities shall be made at the offices office of Xxxxxxxxx Berlack, Israels & Xxxxxxx Xxxxxxxx LLP, The New York Times Building000 Xxxx 00xx Xxxxxx, 620 Eighth AvenueXxx Xxxx, 42nd Floor, New York, New York 1001Xxx Xxxx 00000, or at such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative Representatives and the Company, no later than at 10:00 a.m. A.M. on February 19, 1998 (New York City time) on May 1unless postponed in accordance with the provisions of Section 10 hereof), 2020 or such other time not later than ten (10) five business days after such date as shall be agreed upon by the Representative Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Time”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, may (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, but 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 in immediately available funds to a bank designated by the Company, against delivery to the Representative Representatives 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 one full business day prior to the Closing Time. The Global Note shall be 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 rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.of

Sale and Delivery to Underwriters Closing. (a) 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at $______ per share, the aggregate principal amount number of the 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 Schedule I hereto, at a purchase price equal to 98.5% the basis of the aggregate principal amount thereofrepresentations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 525,000 shares of Common Stock at the price per share set forth in paragraph (a) above. Delivery The option hereby granted will expire 30 days after the Representation Date, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial 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 other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made upon notice by the Representative to the Company by wire transfer setting forth the number of immediately available funds contemporaneous with closing at Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such place as 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 hereinafter defined, unless otherwise agreed upon by the Representative and the Company, no later than 10:00 a.m. (New York City time) on May 1, 2020 . . If the option is exercised as to all 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 any portion of the purchase price forOption Securities, the Securities which it has agreed to purchase. Xxxxx Xxxxxxx & Co., individually and not as Representative each of the Underwriters, may (but shall acting severally and not be obligated to) make payment jointly, will purchase that proportion of the purchase price for total number of Option Securities then being purchased which the number of Initial Securities to be purchased by any Underwriter whose funds have not been received by set forth in Schedule A opposite the Closing Time, but such payment shall not relieve name of such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made bears to the Company by wire transfer total number 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 Initial Securities (collectivelyexcept as otherwise provided in the Pricing Agreement), the “Global Note”) subject in each case to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names adjustments as the Representative may request in writing at least one full business day prior its discretion shall make to the Closing Time. The Global Note shall be 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 eliminate any notice, signature sales 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 thempurchases of fractional shares.

Sale and Delivery to Underwriters Closing. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.598.061% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Xxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, The New York Times BuildingXxxx Xxxxx Xxxxxx, 620 Eighth AvenueXxx Xxxx, 42nd Floor, New York, New York 1001Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative and the Company, no later than 10:00 a.m. (a.m., New York City time) , on May 1November 17, 2020 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. Xxxxx Xxxxxxx & Co.Jefferies, individually and not as Representative of the Underwriters, may (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, but 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 certificates for the Securities (collectively, the “Global Note”) to be purchased by them. Certificates for 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 one full two business day days prior to the Closing Time. The Global Note All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative not later than 10:00 a.m. (in The City of 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 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) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the 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 provisions of Section 10 hereof. On the basis of the representations and warranties contained in this Agreement, 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 $31.975 per share, in the aggregate principal amount 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 the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite the name of such Underwriter on in Schedule 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 other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative A hereto bears to the Company by wire transfer total number of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the 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, may (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, but 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 denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be 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 rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to themFirm Securities.

Sale and Delivery to Underwriters Closing. On the basis of the representations and warranties herein contained and subject (a) Subject to the terms and conditions herein set forthherein, (i) (A) the Company agrees to issue and sell to each Underwriterof the Underwriters, and each of the Underwriters agrees, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_______, the aggregate principal amount number of the Firm Securities set forth opposite the name of such Underwriter on in Schedule I heretohereto and, (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 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 Schedule 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) (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 equal to 98.5% per share of $______, the aggregate principal amount thereof. Delivery number of Firm Securities set forth opposite the Securities shall be made at name of such Underwriter in Schedule II hereto and (B) in the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 620 Eighth Avenue, 42nd Floor, New York, New York 1001, or such other place as may be agreed to by the Representative event and the Company, and payment of 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 extent that the Underwriters shall exercise the election to purchase Optional Securities as shall be agreed upon by the Representative provided below, each Selling Shareholder agrees, severally 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 accountjointly, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed sell to purchase. Xxxxx Xxxxxxx & Co., individually and not as Representative each of the Underwriters, may (but shall and each of the Underwriters agrees, severally and not be obligated to) make payment of jointly, to purchase from such Selling Shareholder, at the purchase price for per share set forth in clause (ii)(A) of this Section 2(a), that portion of the number of Selling Shareholders' Optional Securities as to which such election shall have been exercised (to be purchased adjusted by any Underwriter whose funds have not been received you so as to eliminate fractional shares) determined by multiplying such number of Selling Shareholders' Optional Securities by a fraction, the Closing Time, but such payment shall not relieve numerator of which is the maximum number of Selling Shareholders' Optional Securities which such Underwriter from its obligations hereunder. Payment for is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the maximum number of Selling Shareholders' Optional 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 that all 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 one full business day prior to the Closing Time. The Global Note shall be 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 are 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 thempurchase hereunder.

Sale and Delivery to Underwriters Closing. (a) Subscription for the Initial Shares and Payment of Aggregate Issue Price. On the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions set forth herein set forth, (i) the Company agrees to sell issue the Initial Shares to each Underwriterthe Subscription Agent, acting for the account of the several Underwriters, as provided in subsection (ii) below; (ii) the Underwriters agree severally to purchase and not jointlyunderwrite the Initial ADSs as set forth on Schedule A hereto, and each Underwriter(iii) the Subscription Agent, severally and not jointlyacting for the account of the several Underwriters, agrees and undertakes to purchase from subscribe, on the Companydate 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 subscribed Initial Shares by crediting with value no later than [●] [A.M.], Central European Time (“CET”) on [ ], 2015, the aggregate principal amount Issue Price multiplied by the number of Initial Shares (the Securities set forth opposite “Aggregate Issue Price”) into a special account opened at Raiffeisen Bank International AG (account number [ ]) in the name of the Company and entitled “[ ]” (the “Capital Increase Account”), such Underwriter on Schedule I heretoaccount 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, at a purchase price equal the Subscription Agent will, subject to 98.5% the conditions stated herein, execute in its own name, but for the account 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 other place as may be agreed to by the Representative and the Companyseveral Underwriters, and deliver to the Company a subscription certificate (Zeichnungsschein) (the “Subscription Certificate”) no later than [●] [A.M.] CET on [ ], 2015, duly signed in duplicate in accordance with the Austrian Stock Corporation Act (Aktiengesetz, “AktG”) for the Initial Shares, and will effect payment of the purchase price for Aggregate Issue Price as described in subsection (a)(ii) above to the Securities shall be made by Capital Increase Account. Upon crediting the Representative Aggregate Issue Price and no later than [●] [A.M.] CET on [ ], 2015 Raiffeisen Bank International AG will cause delivery to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m. a bank certificate (New York City timeEinzahlungsbestätigung) 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 TimeBank Certificate”). It is understood that each Underwriter has authorized the Representative, for its accountconfirming such credit pursuant to Section 170(1), to accept delivery of155(2), receipt for28(2), 28a(1) 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, may (but shall not be obligated to29(1) 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, but 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 denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be 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 rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.AktG.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyTrust, at the price per Preferred Security set forth in the Pricing Agreement, the aggregate principal amount number of the Preferred Securities set forth in Schedule A opposite the name of such Underwriter on Schedule I hereto(except as otherwise provided in the Pricing Agreement), at a plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price equal per Preferred Security to 98.5% of be paid by the aggregate principal amount thereof. Delivery of several Underwriters for the Preferred Securities shall be made at an amount equal to the offices initial public offering price. The public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representatives and the Offerors. The public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of Xxxxxxxxx & Xxxxxxx LLPbusiness on the fourth business day following the date of this Agreement, The New York Times Buildingthis Agreement shall terminate forthwith, 620 Eighth Avenuewithout liability of any party to any other party, 42nd Floor, New York, New York 1001, or such other place as may be unless otherwise agreed to by the Representative Offerors and the Representatives. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities (together with the entire proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Junior Subordinated Debt Securities of the Company, and payment the Company hereby agrees to pay at Closing Time to the Representatives, for the accounts of the purchase price for several Underwriters, a commission per Preferred Security determined by agreement between 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 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 Representatives 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, may (but shall not be obligated to) make payment of the purchase price for the Preferred Securities to be purchased by any Underwriter whose funds have not been received delivered by the Closing Time, but 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 denominations and registered in such names as the Representative may request in writing Trust hereunder at least one full business day prior to the Closing Time. The Global Note commission, when so determined, shall be made available for examination by set forth in 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 Pricing 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. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.599.058% 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 Xxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, The New York Times BuildingXxxx Xxxxx Xxxxxx, 620 Eighth AvenueXxx Xxxx, 42nd Floor, New York, New York 1001Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative and the Company, no later than 10:00 a.m. (a.m., New York City time) , on May 1June 11, 2020 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. Xxxxx Xxxxxxx & Co.Sandler X’Xxxxx, individually and not as Representative of the Underwriters, may (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, but 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 certificates for the Securities (collectively, the “Global Note”) to be purchased by them. Certificates for 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 one full two business day days prior to the Closing Time. The Global Note All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative not later than 10:00 a.m. (in The City of 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 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) 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 and sell 1,925,000 shares of Common Stock and the Selling Stockholder agrees to sell 275,000 shares of Common Stock to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholder, at the price agreed upon by the Representatives, the aggregate principal amount Company and the Selling Stockholder as set forth in the Pricing Agreement, the number of shares of Common Stock set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement). Each Underwriter shall be obligated to purchase from the Company and from the Selling Stockholder that number of shares of the Securities Common Stock which represents the same proportion of the number of shares of the Common Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Common Stock set forth opposite the name of such Underwriter on in Schedule I heretoA represents of the total number of shares of the Common Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Common Stock shall be rounded among the Underwriters to avoid fractional shares, at a as the Representatives may determine. (i) If the Company has elected not to rely upon Rule 430A under the 1933 Act Regulations, the initial public offering price of the Securities and the purchase price equal to 98.5% of the aggregate principal amount thereofSecurities to be paid by the several Underwriters shall be agreed upon and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. Delivery (ii) If the Company has elected to rely upon Rule 430A under the 1933 Act Regulations, the initial public offering price of the Securities and the purchase price of the Securities to be paid by the several Underwriters shall be determined by agreement among the Representatives, the Company and the Selling Stockholder and set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company, the Selling Stockholder and the Representatives. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to 330,000 shares of Common Stock at the price per share set forth in the Pricing Agreement. The option hereby granted will expire 30 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the 1933 Act Regulations or (ii) the date of the Pricing Agreement, if the Company has elected to rely on Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as 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 payment (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriters bears to the total number of Initial Securities (except as otherwise provided in the Pricing Agreement), subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. 7 8 (c) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxxxx McDoxxxx & Xxxxxxx LLPXompany Securities, The New York Times BuildingInc., 620 Eighth AvenueMcDoxxxx Xxxestment Center, 42nd FloorCleveland, New York, New York 1001, Ohio or at such other place as may be agreed to by the Representative and the Company, and payment of 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 Representative Representatives, the Company and the CompanySelling Stockholder, no later than at 10:00 a.m. A.M. on the third business day (New York City timeunless postponed in accordance with the provisions of Section 10) on May 1following the date the Registration Statement becomes effective (or, 2020 if the Company has elected to rely upon Rule 430A, the third business day after execution of the Pricing Agreement), or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative Representatives, the Company and the Company Selling Stockholder (such time and date of payment and delivery being herein called the “"Closing Time”"); provided, however, that if the Registration Statement becomes effective later than 4:30 p.m., Eastern Time, on any date, then, subject to the foregoing, the Closing Time shall be the fourth business day thereafter (or, if the Company has elected to rely upon Rule 430A, and the Pricing Agreement is not executed until after 4:30 p.m., Eastern Time, on any date, the fourth business day after execution of the Pricing Agreement). In addition, in the event that any or all of the Option Securities are to be purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices of McDoxxxx & Xompany Securities, Inc., or at such other place as shall be agreed upon by the Representatives and the Company on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company and the Selling Stockholder by wire transfer of immediately available funds to accounts designated by the Company and the Selling Stockholder, against delivery of the Securities to the Underwriters. The certificates representing Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time. It is understood that each Underwriter has authorized the RepresentativeRepresentatives, for its their 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, The Representatives may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have check has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment The Securities will be made available for the Securities purchased examination and packaging by the Underwriters shall be made to not later than 10:00 A.M. on 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 one full last business day prior to the Closing Time. The Global Note shall be 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, Time at such place as the Underwriters shall be entitled to rely upon any noticemay designate in Cleveland, 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 partiesOhio. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to themSECTION 3.