Common use of Purchase of the Securities by the Underwriter Clause in Contracts

Purchase of the Securities by the Underwriter. (a) The Company agrees to issue and sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.077% of the principal amount thereof. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Securities to or through any affiliate and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York City time, on December 29, 2006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriter against delivery to the nominee of The Depository Trust Company, for the account of the Underwriter, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Underwriter not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriter. (a) The Company agrees to issue and sell the Securities Subject to the Underwriter as provided in this Agreement, terms and the Underwriter, on conditions and upon the basis of the representations, warranties and agreements herein set forth herein forth, the Company agrees to issue and subject sell to the public through the Underwriter, acting as agent, and the Underwriter agrees to offer and sell the Securities for the Company on a best efforts basis pursuant to this Agreement. The Underwriter shall offer and sell the Securities on behalf of the Company, on a best efforts basis, to both retail and institutional investors upon the terms and conditions set forth herein, agrees to purchase from the Company the principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.077% of the principal amount thereof. The Company recognizes that “best efforts” does not ensure that the offering will be consummated. It is understood and agreed that the Underwriter shall not be obligated and is under no obligation to deliver purchase any of Securities for its own account and that this Agreement does not create any partnership, joint venture or other similar relationship between or among the Securities except upon payment for all Underwriter and the Company. The Underwriter agrees to offer the Securities to be purchased the public as provided hereinset forth in the Prospectus. (b) The Notwithstanding anything to the contrary in this Agreement, the Company understands shall have no obligation to sell any Securities hereunder unless, upon issuance, the Securities shall have (i) at least 100 beneficial holders in the United States, (ii) at least 100,000 publicly held shares in the United States, and (iii) an aggregate market value of publicly-held shares of at least $2 million in the United States, such that the Securities would be eligible for listing on the NYSE. The Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially shall endeavor to offer and sell the Securities on behalf of the Company, on a best efforts basis, to both retail and institutional investors (each an “Investor,” collectively, the “Investors”) upon the terms and conditions set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Securities to or through any affiliate and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriterherein. (c) Payment Subject to the provisions of this Agreement, as compensation for and delivery the services rendered, at the Closing Time (as defined below), the Company shall cause to be paid to the Underwriter by wire transfer of immediately available funds to one or more accounts designated by the Underwriter, an aggregate amount equal to 3.15% of the Securities will be made at gross proceeds received by the offices Company for the sale of Sidley Austin LLPthe Securities. The Underwriter agrees that the foregoing compensation, Xxx Xxxxx Xxxxxxxx Xxxxxxtogether with any expense reimbursements payable hereunder, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York City time, on December 29, 2006, or at such other time or place on constitutes all of the same or such other date, not later than the fifth business day thereafter, as compensation that the Underwriter and shall be entitled to receive in connection with the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”Offering contemplated hereby. (d) Payment The purchase price for each of the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriter against delivery to the nominee of The Depository Trust Company$24.00 per share, for the account of the Underwriter, of one or more global notes representing and the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale shall each have a liquidation preference of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Underwriter not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date$25.00 per share. (e) The Company acknowledges Underwriter may retain other brokers or dealers (each a “Selected Dealer”) who are members in good standing of FINRA and agrees that duly registered as broker-dealers under the Underwriter 1934 Act and under the laws of any states in which the Offering is acting solely in the capacity of an arm’s length contractual counterparty conducted (except where such registration is not required by law) to the Company with respect assist them and to the offering of Securities contemplated hereby (including act as subagents on its behalf in connection with determining the terms Offering, and may enter into agreements with such Selected Dealers for the offer and sale of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning Securities adopting such matters and shall be responsible for making its own independent investigation and appraisal provisions of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely this Agreement for the benefit of the Selected Dealers as the Underwriter deems appropriate; provided, however, that the Company will only be obligated to pay the Underwriter, in accordance with the terms of this Agreement, for services rendered hereunder and shall be under no obligation to make any payment of any kind to any such Selected Dealer. (f) Subject to the provisions of this Agreement and the performance by the Company of its obligations to be performed hereunder, the Underwriter agree to offer and sell the Securities for the Company on a best efforts basis. The Company recognizes that “best efforts” does not assure that the Offering will be consummated. It is understood and agreed that the Underwriter shall not and is under no obligation to purchase any Securities for its own accounts and that this Agreement does not create any partnership, joint venture or other similar relationship between or among the Underwriter and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriter. (a) The Company agrees to issue and sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.07799.125% of the principal amount thereof. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Securities to or through any affiliate and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York City time, on December 29September 19, 20062007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriter against delivery to the nominee of The Depository Trust Company, for the account of the Underwriter, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Underwriter not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriter. (a) The Company Selling Stockholder hereby agrees to issue and sell the Securities to the Underwriter as provided in this AgreementUnderwriter, and the Underwriter, on upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the terms and conditions set forth hereinhereinafter stated, agrees to purchase from the Company the principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.077% of the principal amount thereof. The Company will not be obligated to deliver any of Selling Stockholder the Securities except upon payment for all at $64.58 a share (the Securities to be purchased as provided herein“Purchase Price”). (b) [Reserved.] (c) The Company understands Selling Stockholder is advised by the Underwriter that the Underwriter intends proposes to make a public offering of the Securities as soon after the effectiveness of Registration Statement and this Agreement have become effective as in the Underwriter’s judgment of is advisable. The Selling Stockholder is further advised by the Underwriter is advisable, and initially to offer that the Securities on are to be offered to the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Securities to or through any affiliate and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. public initially at $65.30 a share (c) Payment for and delivery of the Securities will be made at the offices of Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York City time, on December 29, 2006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing DatePublic Offering Price”). (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by Each of the Company to and the Underwriter against delivery to the nominee of The Depository Trust Company, for the account of the Underwriter, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Underwriter not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Selling Stockholder acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent agents of, the Company Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, including the Share Repurchase, and the Underwriter shall not have no any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company, the Selling Stockholder, and the transactions contemplated hereby or other matters relating to such transactions transactions, will be performed solely for the benefit of the Underwriter Underwriter, and shall not be on behalf of the Company, the Selling Stockholder or any other person. (e) The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell the Securities to or through any of its affiliates and that any such affiliate may offer and sell the Securities purchased by it to or through the Underwriter. (f) The Selling Stockholder further acknowledges and agrees that, although the Underwriter may provide the Selling Stockholder with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriter is not making a recommendation to the Selling Stockholder to participate in the offering or sell any Securities at the Purchase Price, and nothing set forth in such disclosures or documentation is intended to suggest that the Underwriter is making such a recommendation.