Common use of Offering of Securities Clause in Contracts

Offering of Securities. We understand that you will notify us when the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter ) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Agreement, in the form attached hereto as Exhibit B, or otherwise , as you may determine. The form of Selling Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectus, advertisement or other offering document containing information relating to the Securities or the Company as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, advertisement or other offering document (other than any such preliminary Prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), as the case may be. We recognize the importance of a broad distribution of the Securities among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.

Offering of Securities. We understand that you will notify us when the initial public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and you, in your sole discretion discretion, after the initial public offering offering, to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter Underwriter) such of our Securities as you you, in your sole discretion discretion, shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Selected Dealers Agreement, in the form attached hereto as Exhibit B, or otherwise otherwise, as you may determine. The form of Selling Selected Dealers Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price price, less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price price, less all or any part of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you you, from time to time time, upon request request, of the amount of our Securities retained by us remaining unsold. If all of the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may may, from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold unsold, and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectusprospectus, advertisement or other offering document containing information relating to the Securities or the Company Company, as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus preliminary prospectus, and to each person to whom any such sale is made made, a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectusprospectus, advertisement or other offering document (other than any such preliminary Prospectus prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus preliminary prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), as the case may be. We recognize the importance of a broad distribution of the Securities among bona fide investors and we agree to use our best efforts to obtain such broad distribution and and, to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised exercise discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.

Offering of Securities. We understand that you will notify us when the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter Underwriter) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Agreement, in the form attached hereto as Exhibit B, or otherwise , as you may determine. The form of Selling Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectus, advertisement or other offering document containing information relating to the Securities or the Company as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, advertisement or other offering document (other than any such preliminary Prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), as the case may be. We recognize the importance of a broad distribution of the Securities among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.

Offering of Securities. We understand that you will notify us when ---------------------- the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter Underwriter) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Selected Dealer Agreement, in the form attached hereto as Exhibit BExhibits, or otherwise otherwise, as you may determine. The form of Selling Selected Dealer Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers Purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectus, advertisement or other offering document containing information relating to the Securities or the Company as may be required under the laws laws, of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, advertisement or other offering document (other than any such preliminary Prospectus prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expenseexpense and, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus preliminary prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), ) as the case may be. We recognize the importance of a broad distribution of the Securities among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.

Offering of Securities. We understand that you will notify us when the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter ) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Selected Dealer Agreement, in the form attached hereto as Exhibit BExhibits, or otherwise otherwise, as you may determine. The form of Selling Selected Dealer Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers Purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectus, advertisement or other offering document containing information relating to the Securities or the Company as may be required under the laws laws, of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, advertisement or other offering document (other than any such preliminary Prospectus prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, expense and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus preliminary prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), ) as the case may be. We recognize the importance of a broad distribution of the Securities among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.

Offering of Securities. We understand that you will notify us when the initial public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and you, in your sole discretion discretion, after the initial public offering offering, to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". ." We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter Underwriter) such of our Securities as you you, in your sole discretion discretion, shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Selected Dealers Agreement, in the form attached hereto as Exhibit B, or otherwise otherwise, as you may determine. The form of Selling Selected Dealers Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price price, less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price price, less all or any part of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you you, from time to time time, upon request request, of the amount of our Securities retained by us remaining unsold. If all of the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may may, from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold unsold, and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectusprospectus, advertisement or other offering document containing information relating to the Securities or the Company Company, as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus preliminary prospectus, and to each person to whom any such sale is made made, a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectusprospectus, advertisement or other offering document (other than any such preliminary Prospectus prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus preliminary prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), as the case may be. We recognize the importance of a broad distribution of the Securities among bona fide investors and we agree to use our best efforts to obtain such broad distribution and and, to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised exercise discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.

Offering of Securities. We understand that you will notify us when the initial public offering of the Securities Stock is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and you, in your sole discretion discretion, after the initial public offering offering, to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities Stock for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter Underwriter) such of our Securities Stock as you you, in your sole discretion discretion, shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Selected Dealers Agreement, in the form attached hereto as Exhibit B, or otherwise otherwise, as you may determine. The form of Selling Selected Dealers Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities Stock from or to any Selected Dealers or Underwriters at the public offering price price, less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities Stock from or to any Selected Dealer or Underwriter at the public offering price price, less all or any part of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the SecuritiesStock, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectusprospectus, advertisement or other offering document containing information relating to the Securities Stock or the Company Company, as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus preliminary prospectus, and to each person to whom any such sale is made made, a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectusprospectus, advertisement or other offering document (other than any such preliminary Prospectus prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities Stock or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus preliminary prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), as the case may be. We recognize the importance of a broad distribution of the Securities Stock among bona fide investors and we agree to use our best efforts to obtain such broad distribution and and, to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised exercise discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.

Offering of Securities. We understand that you will notify us when the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter ) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Agreement, in the form attached hereto as Exhibit BExhibits, or otherwise otherwise, as you may determine. The form of Selling Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectus, advertisement or other offering document containing information relating to the Securities or the Company as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, advertisement or other offering document (other than any such preliminary Prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), as the case may be. We recognize the importance of a broad distribution of the Securities among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.Selected

Offering of Securities. We understand that you will notify us when the public offering of the Securities is to be made and of the initial public offering price. We hereby authorize you to fix the concession to dealers and the reallowance to dealers and in your sole discretion after the public offering to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Securities for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be on our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter ) such of our Securities as you in your sole discretion shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Selected Dealer Agreement, in the form attached hereto as Exhibit BExhibits, or otherwise otherwise, as you may determine. The form of Selling Selected Dealer Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Securities from or to any Selected Dealers or Underwriters at the public offering price less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Securities from or to any Selected Dealer or Underwriter at the public offering price less all or any of the concession. We understand that you will notify each Underwriter promptly upon the release of the Securities for public offering as to the amount of Securities reserved for sale to Selected Dealers and retail purchasers. Securities not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Securities reserved for sale to Selected Dealers and retail purchasers any Securities retained by an Underwriter remaining unsold. We agree to notify you from time to time upon request of the amount of our Securities retained by us remaining unsold. If all the Securities reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwriter may from time to time, with your consent, obtain a release of all or any Securities of such Underwriter then remaining unsold and Securities so released shall thereafter be deemed not to have been reserved. Securities of any Underwriter so reserved which remain unsold, or, if sold, have not been paid for at any time prior to the termination of this Agreement may, in your discretion or upon the request of such Underwriter, be delivered to such Underwriter for carrying purposes only, but such Securities shall remain subject to redelivery to you upon demand for disposition by you until this Agreement is terminated. We agree that in connection with sales and offers to sell the Securities, if any, made by us outside the United States or its territories or possessions, (a) we will furnish to each person to whom any such offer or sale is made such Prospectus, advertisement or other offering document containing information relating to the Securities or the Company as may be required under the laws of the jurisdiction in which such offer or sale is made and (b) we will furnish to each person to whom any such offer is made a copy of the then current Preliminary Prospectus and to each person to whom any such sale is made a copy of the Prospectus referred to in the Underwriting Agreement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto). Any Prospectus, advertisement or other offering document (other than any such preliminary Prospectus or Prospectus) furnished by us to any person in accordance with the preceding sentence and all such additional offering material, if any, as we may furnish to any person (i) shall comply in all respects with the laws of the jurisdiction in which it is so furnished, (ii) shall be prepared and so furnished at our sole risk and expense, and (iii) shall not contain information relating to the Securities or the Company which is inconsistent in any respect with information contained in the then current Preliminary Prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto), as the case may be. We recognize the importance of a broad distribution of the Securities among bona fide investors and we agree to use our best efforts to obtain such broad distribution and to that end, to the extent we deem practicable, to give priority to small orders. We agree that we will not sell to any account over which we exercised discretionary authority any of the Securities which we have agreed to purchase pursuant to the Underwriting Agreement.