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

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities LLC from the Company; provided that under no circumstances will UBS Securities LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm StockShares, the several Underwriters propose to offer the Firm Stock Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately up to [·] shares of the Firm Stock Shares (the “Directed Shares”) will initially be reserved by SunTrust Xxxxxxxx Xxxxxxxx, Inc. (in such capacity, the several Underwriters “Designated Underwriter”), for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries [and persons having business relationships with the Company and its subsidiaries subsidiaries] who have heretofore delivered to UBS Securities LLC the Designated Underwriter offers [or indications of interest interest] to purchase shares of Firm Stock Shares in form satisfactory to UBS Securities LLC the Designated Underwriter (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock Shares among such persons will be made in accordance with timely directions received by UBS Securities LLC the Designated Underwriter from the Company; provided that under no circumstances will UBS Securities LLC the Designated Underwriter or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant Participant in the Directed Share Program by [·]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·—] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities Xxxxxx Xxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities Xxxxxx Xxxxxxx & Co. LLC (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities Xxxxxx Xxxxxxx & Co. LLC from the Company; provided that under no circumstances will UBS Securities xxxx Xxxxxx Xxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·—]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] , or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries or affiliates who have heretofore delivered to UBS Securities LLC Xxxxxxxxxxx & Co. Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC Xxxxxxxxxxx & Co. Inc. (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program” and such persons delivering such offers or indications of interest, the “Directed Share Participants”) and that any allocation of such Firm Stock among such persons the Directed Share Participants will be made in accordance with timely directions received by UBS Securities LLC Xxxxxxxxxxx & Co. Inc. from the Company; provided that under no circumstances will UBS Securities LLC Xxxxxxxxxxx & Co. Inc. or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program Participant by [·]:00 9:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons Directed Share Participants will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] 250,000 shares of the Firm Stock (the “"Directed Shares”") will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company ("Directed Share Participants") upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees the National Association of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC (such personsDealers, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities LLC from the Company; provided that under Inc. Under no circumstances will UBS Securities LLC Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. It is further understood To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·]:00 A.M., New York City time, Participant on the [date hereof / first business day following or immediately after the date hereof] or otherwise are not purchased by of this Agreement, such persons will Directed Shares may be offered by the Underwriters to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) arises out of the failure of any Directed Share Participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Xxxxxx Brothers Inc.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·•] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities Barclays Capital Inc. or Xxxxxx Xxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities Barclays Capital Inc. or Xxxxxx Xxxxxxx & Co. LLC (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities Barclays Capital Inc. or Xxxxxx Xxxxxxx & Co. LLC from the Company; provided that under no circumstances will UBS Securities Barclays Capital Inc., Xxxxxx Xxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·●]:00 A.M., New York City time, on the [date hereof / hereof] [first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·[ l ] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities Xxxxxx Xxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities Xxxxxx Xxxxxxx & Co. LLC (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities Xxxxxx Xxxxxxx & Co. LLC from the Company; provided that under no circumstances will UBS Securities xxxx Xxxxxx Xxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·[ l ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] , or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·350,000] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries or affiliates who have heretofore delivered to UBS Securities LLC Xxxxxxxxxxx & Co. Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC Xxxxxxxxxxx & Co. Inc. (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program” and such persons delivering such offers or indications of interest, the “Directed Share Participants”) and that any allocation of such Firm Stock among such persons the Directed Share Participants will be made in accordance with timely directions received by UBS Securities LLC Xxxxxxxxxxx & Co. Inc. from the Company; provided that under no circumstances will UBS Securities LLC Xxxxxxxxxxx & Co. Inc. or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program Participant by [·]:00 9:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons Directed Share Participants will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is intended that this underwriting shall constitute a qualified underwriting transaction within the meaning of Treasury Regulation Section 1.351-1(a)(3). It is understood that approximately [·] ______ shares of the Firm Stock (the “"Directed Shares”") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC (such persons, the “"Directed Share Participants”; ") upon the terms and such program, conditions set forth in the “Directed Share Program”) Prospectus and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS the rules and regulations of the National Association of Securities LLC from the Company; provided that under Dealers, Inc. Under no circumstances will UBS Securities LLC Xxxxxx Brothers or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. It is further understood To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·]:00 A.M., New York City time, Participants on the [date hereof / first business day following or immediately after the date hereof] or otherwise are not purchased by of this Agreement, such persons will Directed Shares may be offered by the Underwriters to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Xxxxxx Brothers.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] _______ shares of the Firm Stock (the “"Directed Shares”") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC (such persons, the “"Directed Share Participants”; ") upon the terms and such program, conditions set forth in the “Prospectus (the "Directed Share Program”") and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS the rules and regulations of the National Association of Securities LLC from the Company; provided that under Dealers, Inc. ("NASD"). Under no circumstances will UBS Securities LLC Xxxxxx Brothers Inc. or any Underwriter be liable to the Company Company, the Parent or to any such person Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. It is further understood To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·]:00 A.M., New York City time, Participant on the [date hereof / first business day following or immediately after the date hereof] or otherwise are not purchased by of this Agreement, such persons will Directed Shares may be offered by the Underwriters to the public upon as part of the terms and conditions set forth in the Prospectuspublic offering contemplated hereby. The Company agrees and the Parent, jointly and severally, agree to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program Program, including counsel fees and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.. In connection with the offer and sale of the Directed Shares, the Company and the Parent, jointly and severally, agree, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers Inc. and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of the failure of any Directed Share Participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses related thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Xxxxxx Brothers Inc.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] up to 1,500,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities Xxxxxx Xxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities Xxxxxx Xxxxxxx & Co. LLC (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities Xxxxxx Xxxxxxx & Co. LLC from the Company; provided that under no circumstances will UBS Securities xxxx Xxxxxx Xxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·]:00 A.M.11:59 P.M., New York City time, on the [date hereof / first business day following the date hereof] , or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all reasonable fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·__] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities LLC Xxxxxxx Xxxxx & Associates, Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC Xxxxxxx Xxxxx & Associates, Inc. (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities LLC Xxxxxxx Xxxxx & Associates, Inc. from the Company; provided that under no circumstances will UBS Securities LLC Xxxxxxx Xxxxx & Associates, Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·]:00 __] A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] shares 5% of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities Mxxxxx Sxxxxxx & Co. LLC offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities Mxxxxx Sxxxxxx & Co. LLC (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities Mxxxxx Sxxxxxx & Co. LLC from the Company; provided that under no circumstances will UBS Securities wxxx Xxxxxx Sxxxxxx & Co. LLC or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·[ ● ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·•] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to the Company’s directors, officers, employees of and business associates and other parties related to the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries (collectively, “Participants”) who have heretofore delivered to UBS Securities LLC Xxxxxx Xxxxxxx offers [or indications of interest interest] to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC Xxxxxx Xxxxxxx (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities LLC Xxxxxx Xxxxxxx from the Company; provided that under no circumstances will UBS Securities LLC xxxx Xxxxxx Xxxxxxx or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Any Directed Shares not affirmatively reconfirmed confirmed for purchase by any participant in Participant by the Directed Share Program by [·]:00 A.M., New York City time, on end of the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons on which this Agreement is executed will be offered to the public by the Underwriters to the public upon the terms and conditions as set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] 500,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries or affiliates who have heretofore delivered to UBS Securities LLC Barclays Capital Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC Barclays Capital Inc. (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program” and such persons delivering such offers or indications of interest, the “Directed Share Participants”) and that any allocation of such Firm Stock among such persons the Directed Share Participants will be made in accordance with timely directions received by UBS Securities LLC Barclays Capital Inc. from the Company; provided that under no circumstances will UBS Securities LLC Barclays Capital Inc. or any Underwriter be liable to the Company or to any such person Directed Share Participant for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program Participant by [·]:00 9]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons Directed Share Participants will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] 375,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA the National Association of Securities Dealers, Inc. (the “NASD”) to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities LLC Rxxxxxx Jxxxx & Associates, Inc. offers or indications of interest to purchase shares of Firm Stock in form reasonably satisfactory to UBS Securities LLC Rxxxxxx Jxxxx & Associates, Inc. (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities LLC Lxxxxx Brothers Inc. from the Company; provided that under no circumstances will UBS Securities LLC Rxxxxxx Jxxxx & Associates, Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·[ ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] • shares of the Firm Stock (the “"Directed Shares”") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA the National Association of Securities Dealers, Inc. (the "NASD") to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to UBS Securities LLC Xxxxxx Brothers Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC Xxxxxx Brothers Inc. (such persons, the “Directed Share Participants”; and such program, the “"Directed Share Program”") and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities LLC Xxxxxx Brothers Inc. from the Company; provided provided, that under no circumstances will UBS Securities LLC Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·[ ]:00 A.M., New York City time, on the [date hereof / hereof/first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·] up to 500,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA the National Association of Securities Dealers, Inc. (the “NASD”) and pursuant to the terms hereof, at the public offering price, to employees of the Company Company, and its subsidiaries officers and persons having business relationships with directors of the Company Company, and its subsidiaries who have heretofore delivered to UBS Securities LLC Rxxxxxx Jxxxx & Associates, Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC Rxxxxxx Jxxxx & Associates, Inc. (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities LLC Rxxxxxx Jxxxx & Associates, Inc. from the Company; provided that under no circumstances will UBS Securities LLC Rxxxxxx Jxxxx & Associates, Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·[ ]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Stock by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately [·•] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the Company and its subsidiaries [and persons having business relationships with the Company and its subsidiaries subsidiaries] who have heretofore delivered to UBS Securities LLC Barclays Capital Inc. offers [or indications of interest interest] to purchase shares of Firm Stock in form satisfactory to UBS Securities LLC Barclays Capital Inc. (such persons, the “Directed Share Participants”; and such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Securities LLC Barclays Capital Inc. from the Company; provided that under no circumstances will UBS Securities LLC Barclays Capital Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by [·]:00 •]:00 A.M., New York City time, on the [date hereof / first business day following the date hereof] or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.