Common use of Agreements of the Company and the Underwriters Clause in Contracts

Agreements of the Company and the Underwriters. (a) The Company agrees with each of the Underwriters as follows: (i) Until the later of the Closing Date and the date that, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), to prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Closing Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose, or any notice from the Commission objecting to the use of the form of Registration Statement or any post-effective supplement thereto or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) During the Prospectus Delivery Period, to furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith (but excluding documents incorporated by reference therein). (iii) During the Prospectus Delivery Period, to deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings but excluding documents incorporated by reference therein), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance. (iv) During the Prospectus Delivery Period, prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus (excluding any document incorporated by reference therein), to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing. (v) During the Prospectus Delivery Period, not to make any offer to sell or solicitation of an offer to buy the Notes that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives, which consent shall not be unreasonably withheld or delayed. (vi) During the Prospectus Delivery Period, to comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or, when taken together with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, includes an untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, as promptly as reasonably practicable after becoming aware thereof, the Company will give notice thereof to the Underwriters through the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission to effect such compliance. (vii) As soon as reasonably practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455 days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158). (viii) Prior to the Closing Date, to take such action as the Representatives may from time to time reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject. (ix) To apply the net proceeds from the sale of the Notes being sold by the Company substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.” (b) The Company and its affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Notes. (c) For a period commencing on the date hereof and ending on the Closing Date, the Company agrees not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Company substantially similar to the Notes or securities convertible into or exchangeable for such debt securities of the Company, or sell or grant options, rights or warrants with respect to such debt securities of the Company or securities convertible into or exchangeable for such debt securities of the Company, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such debt securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of debt securities of the Company or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of debt securities of the Company substantially similar to the Notes or securities convertible, exercisable or exchangeable into debt securities of the Company, or (iv) publicly announce an offering of any debt securities of the Company substantially similar to the Notes or securities convertible or exchangeable into such debt securities, in each case without the prior written consent of Barclays, on behalf of the Underwriters. (d) The Company will assist the Underwriters in arranging for the Notes to be eligible for clearance and settlement through DTC. (e) Each Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 under the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by such Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus, and (ii) “issuer information,” (as used in this Section 5(b)), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

Agreements of the Company and the Underwriters. (a) The Company agrees with each of the Underwriters as followsagrees: (i) Until the later of the Closing Date and the date that, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), to To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Closing last Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose, or any notice from the Commission objecting to the use of the form of Registration Statement or any post-effective supplement thereto purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) During the Prospectus Delivery PeriodUpon written request, to furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith (but excluding documents incorporated by reference therein)therewith. (iii) During the Prospectus Delivery Period, to To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings but excluding documents incorporated by reference thereinearnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Notes Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance. (iv) During To file as promptly as practicable with the Commission any amendment or supplement to the Registration Statement or the Prospectus Delivery Periodthat may, prior in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (v) Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus (excluding any document incorporated by reference therein)Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of not to file any such amendment or supplement to which the Representatives to the filingreasonably object. (vvi) During the Prospectus Delivery Period, not Not to make any offer relating to sell or solicitation of an offer to buy the Notes Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall not be unreasonably withheld or delayed. (vivii) During the Prospectus Delivery Period, to To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus after the date hereof any event events shall have occurred or occurs as a result of which such any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or, when taken together with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, includes would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, as promptly as reasonably practicable after becoming aware thereofor, the Company will give notice thereof if for any other reason it shall be necessary to the Underwriters through amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, if requested by the Representativesupon their request, will to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus or other document which that will correct such conflict, statement or omission to or effect such compliance. (viiviii) As soon as reasonably practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455 days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders and to deliver to the Representatives (or make available through the Commission’s Electronic Data Gathering, Analysis and Retrieval System) an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158158 under the Securities Act); provided that such requirements shall be deemed met by the Company’s compliance with its reporting requirements pursuant to the Exchange Act if such compliance satisfies the conditions of Rule 158 and the Company’s reports pursuant to the Exchange Act are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System. (viiiix) Prior Promptly from time to the Closing Date, time to take such action as the Representatives may from time to time reasonably request to qualify the Notes Stock for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the NotesStock; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject. (ixx) For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC, on behalf of the Underwriters, and to cause each officer and director of the Company set forth on Schedule II hereto and the Selling Stockholder furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC, on behalf of the Underwriters, agree to not require such extension in writing. (xi) The restrictions contained in the preceding paragraph shall not apply to (a) the shares of Common Stock to be sold hereunder; (b) the issuance of shares of Common Stock upon the exercise or settlement of options or other securities convertible into or exchangeable for Common Stock granted under stock-based compensation plans in effect on the date hereof and described in the Pricing Disclosure Package, (c) the grant by the Company of awards to employees and directors under stock-based compensation plans in effect on the date hereof and described in the Pricing Disclosure Package, or (d) the issuance of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with an acquisition, investment or other transaction by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or in connection with joint ventures, commercial relationships or other strategic transactions, provided that, in the case of clause (d), the aggregate number of shares issued in all such acquisitions, investments and transactions does not exceed 5% of the outstanding common stock of the Company immediately following the consummation of the offering of the Firm Stock and any recipient of such securities shall execute and deliver to Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC a lock-up letter substantially to the effect set forth in Exhibit A. (xii) If Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC, in their discretion, agree to release or waive the restrictions set forth in a Lock-Up Agreement for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by issuing a press release substantially in the form of Exhibit B hereto, and containing such other information as Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC may require with respect to the circumstances of the release or waiver and/or the identity of the officer(s) and/or director(s) with respect to which the release or waiver applies, through a major news service at least two business days before the effective date of the release or waiver. (xiii) To apply the net proceeds from the sale of the Notes Stock being sold by the Company substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.” (bxiv) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Securities Act. (xv) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) under the Securities Act by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing pay the Commission the filing fee for the Rule 462(b) Registration Statement. (xvi) [Reserved.] (xvii) The Company and its affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the NotesStock. (c) For a period commencing on the date hereof and ending on the Closing Date, the Company agrees not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Company substantially similar to the Notes or securities convertible into or exchangeable for such debt securities of the Company, or sell or grant options, rights or warrants with respect to such debt securities of the Company or securities convertible into or exchangeable for such debt securities of the Company, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such debt securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of debt securities of the Company or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of debt securities of the Company substantially similar to the Notes or securities convertible, exercisable or exchangeable into debt securities of the Company, or (iv) publicly announce an offering of any debt securities of the Company substantially similar to the Notes or securities convertible or exchangeable into such debt securities, in each case without the prior written consent of Barclays, on behalf of the Underwriters. (dxviii) The Company will assist the Underwriters in arranging for the Notes do and perform all things required or necessary to be eligible for clearance done and settlement through DTCperformed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Stock. (eb) Each Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 under the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by such Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus, and (ii) “issuer information,” (”, as used in this Section 5(b)6(b), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

Agreements of the Company and the Underwriters. (a) The Company agrees with each of the Underwriters as followsagrees: (i) Until the later of the Closing Date and the date that, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), to To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Closing last Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose, or any notice from the Commission objecting to the use of the form of Registration Statement or any post-effective supplement thereto purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) During the Prospectus Delivery PeriodUpon written request, to furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith (but excluding documents incorporated by reference therein)therewith. (iii) During the Prospectus Delivery Period, to To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings but excluding documents incorporated by reference thereinearnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Notes Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance. (iv) During To file as promptly as practicable with the Commission any amendment or supplement to the Registration Statement or the Prospectus Delivery Periodthat may, prior in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (v) Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus (excluding any document incorporated by reference therein)Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of not to file any such amendment or supplement to which the Representatives to the filingreasonably object. (vvi) During the Prospectus Delivery Period, not Not to make any offer relating to sell or solicitation of an offer to buy the Notes Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall not be unreasonably withheld or delayed. (vivii) During the Prospectus Delivery Period, to To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus after the date hereof any event events shall have occurred or occurs as a result of which such any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or, when taken together with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, includes would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, as promptly as reasonably practicable after becoming aware thereofor, the Company will give notice thereof if for any other reason it shall be necessary to the Underwriters through amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, if requested by the Representativesupon their request, will to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus or other document which that will correct such conflict, statement or omission to or effect such compliance. (viiviii) As soon as reasonably practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455 days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders and to deliver to the Representatives (or make available through the Commission’s Electronic Data Gathering, Analysis and Retrieval System) an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158158 under the Securities Act); provided that such requirements shall be deemed met by the Company’s compliance with its reporting requirements pursuant to the Exchange Act if such compliance satisfies the conditions of Rule 158 and the Company’s reports pursuant to the Exchange Act are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System. (viiiix) Prior Promptly from time to the Closing Date, time to take such action as the Representatives may from time to time reasonably request to qualify the Notes Stock for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the NotesStock; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject. (ix) To apply the net proceeds from the sale of the Notes being sold by the Company substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.” (b) The Company and its affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Notes. (cx) For a period commencing on the date hereof and ending on the Closing Date90th day after the date of the Prospectus (the “Lock-Up Period”), the Company agrees not to, directly or indirectly, (iA) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities shares of the Company substantially similar to the Notes Common Stock or securities convertible into or exercisable or exchangeable for such debt securities of the CompanyCommon Stock, or sell or grant options, rights or warrants with respect to such debt securities any shares of the Company Common Stock or securities convertible into or exchangeable for such debt securities of the CompanyCommon Stock, (iiB) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such debt securities shares of the CompanyCommon Stock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of debt securities of the Company Common Stock or other securities, in cash or otherwise, (iiiC) file or cause to be filed a registration statement, including any amendmentsamendments thereto, with respect to the registration of debt securities any shares of the Company substantially similar to the Notes Common Stock or securities convertible, exercisable or exchangeable into debt securities of the Company, Common Stock or (iv) publicly announce an offering of any debt other securities of the Company substantially similar (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the Notes or securities convertible or exchangeable into such debt securitiesforegoing, in each case without the prior written consent of BarclaysBarclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC, on behalf of the Underwriters. , and to cause each officer and director of the Company set forth on Schedule III hereto and each Selling Stockholder to furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (dthe “Lock-Up Agreements”); notwithstanding the foregoing, if (x) The during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will assist release earnings results during the Underwriters 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in arranging for this paragraph shall continue to apply until the Notes expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC, on behalf of the Underwriters, agree to be eligible for clearance and settlement through DTC. (e) Each Underwriter severally agrees not require such extension in writing; provided, however, that such Underwriter extension of the Lock-Up Period shall not include any apply if at the expiration of the Lock-Up Period (i) the Common Stock meets the definition of “issuer informationactively traded securities” (as defined in Regulation M under the Exchange Act) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 433 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. (xi) The restrictions contained in the preceding paragraph shall not apply to (a) the shares of Common Stock to be sold hereunder; (b) the issuance of shares of Common Stock upon the exercise or settlement of options or other securities convertible into or exchangeable for Common Stock granted under stock-based compensation plans in effect on the date hereof and described in the Pricing Disclosure Package, (c) the grant by the Company of awards to employees and directors under stock-based compensation plans in effect on the date hereof and described in the Pricing Disclosure Package, or (d) the issuance of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with an acquisition, investment or other transaction by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or in connection with joint ventures, commercial relationships or other strategic transactions, provided that, in the case of clause (d), the aggregate number of shares issued in all such acquisitions, investments and transactions does not exceed 5% of the outstanding common stock of the Company immediately following the consummation of the offering of the Firm Stock and any recipient of such securities shall execute and deliver to Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC a lock-up letter substantially to the effect set forth in Exhibit A. (xii) [Reserved.] (xiii) If the Company and the Selling Stockholders elect to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in any “free writing prospectus” (as defined in compliance with Rule 405 462(b) under the Securities Act) used or referred to Act by such Underwriter without 10:00 P.M., Washington, D.C. time, on the prior consent date of this Agreement, and the Company (any such issuer information with respect to whose use shall at the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with time of filing pay the Commission prior to the use of such free writing prospectus, and (ii) “issuer information,” (as used in this Section 5(bfiling fee for the Rule 462(b)), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

Agreements of the Company and the Underwriters. (a) The Company agrees with each of the Underwriters as followsagrees: (i) Until the later of the Closing Date and the date that, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), to To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Closing last Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose, or any notice from the Commission objecting to the use of the form of Registration Statement or any post-effective supplement thereto purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) During the Prospectus Delivery PeriodUpon written request, to furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith (but excluding documents incorporated by reference therein)therewith. (iii) During the Prospectus Delivery Period, to To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings but excluding documents incorporated by reference thereinearnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Notes Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance. (iv) During To file as promptly as practicable with the Commission any amendment or supplement to the Registration Statement or the Prospectus Delivery Periodthat may, prior in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (v) Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus (excluding any document incorporated by reference therein)Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of not to file any such amendment or supplement to which the Representatives to the filingreasonably object. (vvi) During the Prospectus Delivery Period, not Not to make any offer relating to sell or solicitation of an offer to buy the Notes Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall not be unreasonably withheld or delayed. (vivii) During the Prospectus Delivery Period, to To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus after the date hereof any event events shall have occurred or occurs as a result of which such any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or, when taken together with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, includes would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, as promptly as reasonably practicable after becoming aware thereofor, the Company will give notice thereof if for any other reason it shall be necessary to the Underwriters through amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, if requested by the Representativesupon their request, will to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus or other document which that will correct such conflict, statement or omission to or effect such compliance. (viiviii) As soon as reasonably practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455 days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders and to deliver to the Representatives (or make available through the Commission’s Electronic Data Gathering, Analysis and Retrieval System) an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158158 under the Securities Act); provided that such requirements shall be deemed met by the Company’s compliance with its reporting requirements pursuant to the Exchange Act if such compliance satisfies the conditions of Rule 158 and the Company’s reports pursuant to the Exchange Act are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System. (viiiix) Prior Promptly from time to the Closing Date, time to take such action as the Representatives may from time to time reasonably request to qualify the Notes Stock for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the NotesStock; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject. (ixx) For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC, on behalf of the Underwriters, and to cause each officer and director of the Company set forth on Schedule II hereto and the Selling Stockholder furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC, on behalf of the Underwriters, agree to not require such extension in writing. The restrictions contained in the preceding paragraph shall not apply to (a) the shares of Common Stock to be sold hereunder; (b) the issuance of shares of Common Stock upon the exercise or settlement of options or other securities convertible into or exchangeable for Common Stock granted under stock-based compensation plans in effect on the date hereof and described in the Pricing Disclosure Package, (c) the grant by the Company of awards to employees and directors under stock-based compensation plans in effect on the date hereof and described in the Pricing Disclosure Package, or (d) the issuance of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with an acquisition, investment or other transaction by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or in connection with joint ventures, commercial relationships or other strategic transactions, provided that, in the case of clause (d), the aggregate number of shares issued in all such acquisitions, investments and transactions does not exceed 5% of the outstanding common stock of the Company immediately following the consummation of the offering of the Firm Stock and any recipient of such securities shall execute and deliver to Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC a lock-up letter substantially to the effect set forth in Exhibit A. (xi) If Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC, in their discretion, agree to release or waive the restrictions set forth in a Lock-Up Agreement for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by issuing a press release substantially in the form of Exhibit B hereto, and containing such other information as Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC may require with respect to the circumstances of the release or waiver and/or the identity of the officer(s) and/or director(s) with respect to which the release or waiver applies, through a major news service at least two business days before the effective date of the release or waiver. (xii) To apply the net proceeds from the sale of the Notes Stock being sold by the Company substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.” (bxiii) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Securities Act. (xiv) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) under the Securities Act by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing pay the Commission the filing fee for the Rule 462(b) Registration Statement. (xv) [Reserved.] (xvi) The Company and its affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the NotesStock. (c) For a period commencing on the date hereof and ending on the Closing Date, the Company agrees not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Company substantially similar to the Notes or securities convertible into or exchangeable for such debt securities of the Company, or sell or grant options, rights or warrants with respect to such debt securities of the Company or securities convertible into or exchangeable for such debt securities of the Company, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such debt securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of debt securities of the Company or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of debt securities of the Company substantially similar to the Notes or securities convertible, exercisable or exchangeable into debt securities of the Company, or (iv) publicly announce an offering of any debt securities of the Company substantially similar to the Notes or securities convertible or exchangeable into such debt securities, in each case without the prior written consent of Barclays, on behalf of the Underwriters. (dxvii) The Company will assist the Underwriters in arranging for the Notes do and perform all things required or necessary to be eligible for clearance done and settlement through DTCperformed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Stock. (eb) Each Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 under the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by such Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus, and (ii) “issuer information,” (”, as used in this Section 5(b)6(b), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

Agreements of the Company and the Underwriters. (a) The Company agrees with each of the Underwriters as followsagrees: (i) Until the later of the Closing Date and the date that, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), to To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Closing last Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose, or any notice from the Commission objecting to the use of the form of Registration Statement or any post-effective supplement thereto purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (ii) During the Prospectus Delivery PeriodUpon written request, to furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith (but excluding documents incorporated by reference therein)therewith. (iii) During the Prospectus Delivery Period, to To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings but excluding documents incorporated by reference thereinearnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required at any time after the date hereof in connection with the offering or sale of the Notes Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance. (iv) During To file as promptly as practicable with the Commission any amendment or supplement to the Registration Statement or the Prospectus Delivery Periodthat may, prior in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (v) Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus (excluding any document incorporated by reference therein)Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of not to file any such amendment or supplement to which the Representatives to the filingreasonably object. (vvi) During the Prospectus Delivery Period, not Not to make any offer relating to sell or solicitation of an offer to buy the Notes Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall not be unreasonably withheld or delayed. (vivii) During the Prospectus Delivery Period, to To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus after the date hereof any event events shall have occurred or occurs as a result of which such any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or, when taken together with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus, includes would include an untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailingunder which they were made, not misleading, as promptly as reasonably practicable after becoming aware thereofor, the Company will give notice thereof if for any other reason it shall be necessary to the Underwriters through amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, if requested by the Representativesupon their request, will to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus or other document which that will correct such conflict, statement or omission to or effect such compliance. (viiviii) As soon as reasonably practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455 days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders and to deliver to the Representatives (or make available through the Commission’s Electronic Data Gathering, Analysis and Retrieval System) an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158158 under the Securities Act); provided that such requirements shall be deemed met by the Company’s compliance with its reporting requirements pursuant to the Exchange Act if such compliance satisfies the conditions of Rule 158 and the Company’s reports pursuant to the Exchange Act are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System. (viiiix) Prior Promptly from time to the Closing Date, time to take such action as the Representatives may from time to time reasonably request to qualify the Notes Stock for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions as the Underwriters Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the NotesStock; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject. (ix) To apply the net proceeds from the sale of the Notes being sold by the Company substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.” (b) The Company and its affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Notes. (cx) For a period commencing on the date hereof and ending on the Closing Date180th day after the date of the Prospectus (the “Lock-Up Period”), the Company agrees not to, directly or indirectly, (iA) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities shares of the Company substantially similar to the Notes Common Stock or securities convertible into or exercisable or exchangeable for such debt securities of the CompanyCommon Stock, or sell or grant options, rights or warrants with respect to such debt securities any shares of the Company Common Stock or securities convertible into or exchangeable for such debt securities of the CompanyCommon Stock, (iiB) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such debt securities shares of the CompanyCommon Stock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of debt securities of the Company Common Stock or other securities, in cash or otherwise, (iiiC) file or cause to be filed a registration statement, including any amendmentsamendments thereto, with respect to the registration of debt securities any shares of the Company substantially similar to the Notes Common Stock or securities convertible, exercisable or exchangeable into debt securities of the Company, Common Stock or (iv) publicly announce an offering of any debt other securities of the Company substantially similar (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the Notes or securities convertible or exchangeable into such debt securitiesforegoing, in each case without the prior written consent of BarclaysBarclays Capital Inc. and Xxxxxxx, Xxxxx & Co., on behalf of the Underwriters, and to cause each stockholder, officer and director of the Company set forth on Schedule II hereto furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). (xi) The restrictions contained in the preceding paragraph shall not apply to (a) the shares of Common Stock to be sold pursuant to this Agreement, (b) the transfer or distribution of shares of Common Stock by PG Holdco, LLC to its equity holders prior to the Initial Delivery Date as described in the Pricing Disclosure Package, (c) the issuance of shares of Common Stock upon the exercise or settlement of options or other securities convertible into or exchangeable for Common Stock granted under stock-based compensation plans in effect on the date hereof and described in the most recent Preliminary Prospectus, (d) The the grant by the Company will assist of awards to employees and directors under stock-based compensation plans in effect on the Underwriters date hereof and described in arranging for the Notes to be eligible for clearance and settlement through DTC. most recent Preliminary Prospectus, (e) Each Underwriter severally agrees that the issuance of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with an acquisition, investment or other transaction by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or in connection with joint ventures, commercial relationships or other strategic transactions, provided that, in the case of clause (d), the aggregate number of shares issued in all such Underwriter shall acquisitions, investments and transactions does not include any “issuer information” (as defined in Rule 433 under exceed 5% of the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by such Underwriter without the prior consent outstanding common stock of the Company immediately following the consummation of the offering of the Firm Stock and any recipient of such securities shall execute and deliver to Barclays Capital Inc. and Xxxxxxx, Xxxxx & Co. a lock-up letter substantially to the effect set forth in Exhibit A, or (any such issuer information with respect to whose use f) the Company has given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed filing by the Company with the Commission prior of any Registration Statement on Form S-8 relating to any shares that have been or may be issued pursuant to clauses (a), (b) and (c) above. (xii) If Barclays Capital Inc. and Xxxxxxx, Sachs & Co., in their discretion, agree to release or waive the restrictions set forth in a Lock-Up Agreement for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by issuing a press release substantially in the form of Exhibit B hereto, and containing such other information as Barclays Capital Inc. and Xxxxxxx, Xxxxx & Co. may require with respect to the use circumstances of the release or waiver and/or the identity of the officer(s) and/or director(s) with respect to which the release or waiver applies, through a major news service at least two business days before the effective date of the release or waiver. (xiii) To apply the net proceeds from the sale of the Stock being sold by the Company substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.” (xiv) To file with the Commission such free writing prospectusinformation on Form 10-Q or Form 10-K as may be required by Rule 463 under the Securities Act. (xv) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) under the Securities Act by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and (ii) “issuer information,” (as used in this Section 5(bthe Company shall at the time of filing pay the Commission the filing fee for the Rule 462(b)), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.