Common use of Optional Shares Clause in Contracts

Optional Shares. at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the number of Optional Shares to be sold by each Selling Stockholder. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Attorneys-in-Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder and in such authorized denominations and registered in such names as Xxxxxxx, Xxxxx & Co. may request upon at least forty-eight hours' prior notice to the Selling Stockholders, shall be delivered by or on behalf of the Selling Stockholders to Xxxxxxx, Sachs & Co., through the facilities of The Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day funds payable to the order of the Custodian, as their interests may appear. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ...

Optional Shares. at the purchase price per share set forth in the paragraph above; provided, for that, subject to the sole purpose of covering overallotments Selling Stockholder's compliance with the procedure set forth in the sale following sentence, the Selling Stockholder shall have the right to elect not to sell such Optional Shares; provided, further that, in the event that the Selling Stockholder elects not to sell such Optional Shares, the Company hereby grants to the Underwriters the right to purchase at such Underwriters' election that portion of Optional Shares that the Selling Stockholder elects not to sell, at the purchase price per share set forth in the paragraph above. In the event that the Selling Stockholder elects not to sell Optional Shares, the Selling Stockholder shall notify Xxxxxxx, Xxxxx & Co. of such election within 24 hours of such Selling Stockholder's receipt of notice of the Firm Shares. Any such Underwriter's election to purchase Optional Shares shall be made in proportion to the number of Optional Shares to be sold by each Selling StockholderShares. Any such The Underwriters' election to purchase Optional Shares may be exercised only by written notice from you to both the AttorneysCompany and the Attorney-in-Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the AttorneysCompany and the Attorney-in-in- Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) Certificates in definitive form for the The Shares to be purchased by each Underwriter hereunder hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Xxxxx Sachs & Co. may request upon at least forty-eight hours' prior notice to the Company and, in the case of the sale of Optional Shares by the Selling StockholdersStockholder, the Selling Stockholder shall be delivered by or on behalf of the Company and, in the case of the sale of Optional Shares by the Selling Stockholders Stockholder, the Selling Stockholder to Xxxxxxx, Sachs Xxxxx & Co., through the facilities of The Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day funds payable to the order of the Custodian, as their interests may appear. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ...The

Optional Shares. at the purchase price per share Share set forth in the paragraph above, for the sole purpose of covering overallotments sales of shares in the sale excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made initially with respect to the Optional Shares to be sold by the Selling Shareholders, in proportion to the maximum number of Optional Shares to be sold by each Selling StockholderShareholder as set forth in Schedule II hereto, and then with respect to the Company up to the maximum number of Optional Shares to be sold by the Company as set forth on Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the Attorneys-in-Fact, Fact given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 5 hereof) or, unless you and the Company or the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.. As compensation to the Underwriters for their commitments hereunder, at each Time of Delivery (as defined in Section 5 hereof) the Company or the applicable Selling Shareholder will pay to Goldman, Sachs & Co., for the accounts of the several Underwriters, a xxxxxxxiox xxx Share sold to the Underwriters by the Company or the Selling Shareholder, as the case may be, equal to $........................ 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the ProspectusProspectuses. (a) Certificates The Company hereby confirms its engagement of the services of the Independent Underwriter as, and the Independent Underwriter hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) with respect to the offering and sale of the Shares. (b) The Independent Underwriter hereby represents and warrants to, and agrees with, the Company and the Underwriters that with respect to the offering and sale of the Shares as described in definitive the U.S. Prospectus: (i) The Independent Underwriter constitutes a "qualified independent underwriter" within the meaning of Rule 2720(b)(15); (ii) Subject to the provisions of Section 8 hereof, the Independent Underwriter will furnish to the Underwriters at the First Time of Delivery a letter, dated such Time of Delivery, in form and substance satisfactory to the Underwriters, to the effect of clause (i) above. (c) As compensation for the services of the Independent Underwriter hereunder, the Company agrees to pay the Independent Underwriter $10,000 at the First Time of Delivery. In addition, the Company agrees promptly to reimburse the Independent Underwriter for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in its capacity as the Independent Underwriter in connection with this Agreement and the services to be rendered hereunder. (a) The Shares to be purchased by each Underwriter hereunder hereunder, in definitive form, and in such authorized denominations and registered in such names as XxxxxxxGoldman, Xxxxx Sachs & Co. may request upon at least forty-eight hours' prior notice priox xxxxxe to the Selling StockholdersCompany and, if applicable, the Custodian, shall be delivered by or on behalf of the Company and the Selling Stockholders Shareholders to XxxxxxxGoldman, Sachs & Co., through the facilities of The Depository Trust Company Cxxxxxx ("DTCXXX"), ) for the account of such Underwriter, against payment by or on behalf of such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order of account specified by the CustodianCompany to Goldman, as their interests may appearSachs & Co. at least forty-eight hours in advance. The Company Companx xxx xhe Selling Shareholders will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ...

Optional Shares. at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments sales of shares in the sale excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made in proportion accordance with the procedures as set forth in Schedule II hereto initially with respect to the number of Optional Shares to be sold by each certain officers and directors of the Company and then among the Selling StockholderStockholders, on the other hand. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Attorneys-in-Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) Certificates in definitive form for the The Shares to be purchased by each Underwriter hereunder hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Xxxxx & Co. may request upon at least forty-eight hours' ’ prior notice to the Company and the Selling Stockholders, Stockholders shall be delivered by or on behalf of the Company and the Selling Stockholders to Xxxxxxx, Sachs & Co., through the facilities of The the Depository Trust Company ("“DTC"”), for the account of such Underwriter, against payment by or on behalf of such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day federal (same-day) funds payable to the order of accounts specified by the CustodianCompany and the Custodian to Xxxxxxx, as their interests may appearXxxxx & Co. at least forty-eight hours in advance. The Company and the Selling Stockholders will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ............., 2017 or such other time and date as Xxxxxxx, Sachs & Co., the Company and the Attorneys-in-Fact may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by Xxxxxxx, Xxxxx & Co. in each written notice given by Xxxxxxx, Sachs & Co. of the Underwriters’ election to purchase such Optional Shares, or such other time and date as Xxxxxxx, Xxxxx & Co., the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”. (b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof will be delivered at the offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas 77002 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at ...

Optional Shares. at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments sales of shares in the sale excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by each the Company and the Included Selling StockholderStockholder as set forth in Schedule II hereto initially with respect to the Optional Shares to be sold by the Included Selling Stockholder and then the Company. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Attorneys-in-FactCompany, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company and the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) Certificates in definitive form for the The Shares to be purchased by each Underwriter hereunder hereunder, in definitive form, and in such authorized denominations and registered in such names as XxxxxxxGoldman, Xxxxx Sachs & Co. may request upon at least forty-eight hours' prior notice to priox xxxxxe xx xxe Company and the Selling Stockholders, Stockholders shall be delivered by or on behalf of the Company and the Selling Stockholders to XxxxxxxGoldman, Sachs & Co., through the facilities of The the Depository Trust Company Cxxxxxx ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order of account specified by the Company and the Custodian, as their interests may appear, to Goldman, Sachs & Co. at least forty-eight hours in advance. The Company will cause the Companx xxxx caxxx xhe certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ............., 2006 or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing, and, wxxx xxxpect to the Optional Shares, 9:30 a.m., New York time, on the date specified by Goldman, Sachs & Co. in the written notice given by Goldman, Sachs & Cx. xx xhe Xxxxrwriters' election to purchase such Opxxxxxx Shares, or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing. Such txxx xxx dxxx xor delivery of the Firm Shares is herein called the "First Time of Delivery", such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery". (b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(k) hereof will be delivered at the offices of Ropes & Gray LLP, One International Place, Boston, Massachusetts (the "Closing Xxxation"), xxx xxx Xxxxxx xxxx xx xxxxxxxxx xx xxx Xxxignated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at ...

Optional Shares. at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments sales of shares in the sale excess of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the number of Optional Shares to be sold by each Selling StockholderFirm Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Attorneys-in-FactCompany, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Attorneys-in-Fact Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) Certificates in definitive form for the The Shares to be purchased by each Underwriter hereunder hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Xxxxx & Co. may request upon at least forty-eight hours' prior notice to the Company and the Selling Stockholders, Stockholders shall 8 be delivered by or on behalf of the Company and the Selling Stockholders to Xxxxxxx, Sachs & Co., through the facilities of The Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order of account or accounts specified by the CustodianCompany or to Xxxxxxx, as their interests may appearXxxxx & Co. at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ............., 2001 or such other time and date as Xxxxxxx, Xxxxx & Co., the Company and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by Xxxxxxx, Sachs & Co. in the written notice given by Xxxxxxx, Xxxxx & Co. of the Underwriters' election to purchase such Optional Shares, or such other time and date as Xxxxxxx, Sachs & Co. and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery", such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery". (b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 7(k) hereof, will be delivered at the offices of Xxxx and Xxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at ...

Optional Shares. at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments sales of shares in the sale excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by each Selling Stockholderthe Company as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Attorneys-in-FactCompany, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 5(a) hereof) or, unless you and the Attorneys-in-Fact Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 34. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) Certificates in definitive form for the The Shares to be purchased by each Underwriter hereunder hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Xxxxx & Co. the Representatives may request upon at least forty-eight hours' ’ prior notice to the Company and the Selling Stockholders, Stockholder shall be delivered by or on behalf of the Company and the Selling Stockholders Stockholder to Xxxxxxx, Sachs & Co.the Representatives, through the facilities of The the Depository Trust Company ("“DTC"”), for the account of such Underwriter, against payment by or on behalf of such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order of accounts specified by the Custodian, as their interests may appearCompany and the Custodian to the Representatives at least forty-eight hours in advance. The Company and the Selling Stockholder will cause the certificates representing the Shares to be made available for checking and packaging packaging, as applicable, at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ..., 2015 or such other time and date as the Representatives, the Company and the Selling Stockholder may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”. (b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 9 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 9(l) hereof will be delivered at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 12:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Agreement, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Optional Shares. at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the number of Optional Shares to be sold by each Selling Stockholder. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Attorneys-in-Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus[, including those terms set forth under "Description of Capital Stock - Qualifications for Ownership and Transfer of Shares" in the Prospectus]. (a) Certificates in definitive form for the The Shares to be purchased by each Underwriter hereunder hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Xxxxx & Co. may request upon at least forty-eight hours' prior notice to the Selling Stockholders, Stockholders shall be delivered by or on behalf of the Selling Stockholders to Xxxxxxx, Sachs & Co., through the facilities of The the Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order account specified by [the Attorneys-in-Fact, or either of them] [the Custodian] [each of the CustodianSelling Stockholders] to Xxxxxxx, as their interests may appearXxxxx & Co. at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on ............., 2001 or such other time and date as Xxxxxxx, Sachs & Co. and the Selling Stockholders may agree upon in writing. Such time and date are herein called the "Time of Delivery". The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ............., 2001 or such other time and date as Xxxxxxx, Xxxxx & Co. and the Selling Stockholders [or the Attorneys-in-Fact, or either of them] may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by Xxxxxxx, Sachs & Co. in the written notice given by Xxxxxxx, Xxxxx & Co. of the Underwriters' election to purchase such Optional Shares, or such other time and date as Xxxxxxx, Sachs & Co. and the Selling Stockholders [or the Attorneys-in-Fact, or either of them] may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery", such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery". (b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Shares will be delivered at the offices of Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at ...

Optional Shares. at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule II hereto initially with respect to the Optional Shares to be sold by the Company and then among the Selling Stockholders in proportion to the maximum number of Optional Shares to be sold by each Selling StockholderStockholder as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the Attorneys-in-Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company and the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) Certificates in definitive form for the The Shares to be purchased by each Underwriter hereunder hereunder, in definitive form, and in such authorized denominations and registered in such names as XxxxxxxGoldxxx, Xxxxx Xxchx & Co. Xo. may request upon at least forty-eight hours' prior notice to the Company and the Selling Stockholders, Stockholders shall be delivered by or on behalf of the Company and the Selling Stockholders to XxxxxxxGoldxxx, Sachs Xxchs & Co., through the facilities of The the Depository Trust Company ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter or on its behalf of the purchase price therefor by wire transfer of to an account designated by the Company and each Selling Stockholder in Federal (same day funds payable to the order of the Custodian, as their interests may appear. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined belowday) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on ...funds.