Common use of Purchase of the Shares Clause in Contracts

Purchase of the Shares. (a) The Selling Stockholder agrees to sell the Underwritten Shares 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 at a price per share of $73.22 (the “Purchase Price”) from the Selling Stockholder the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares 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, shall have the option to purchase from the Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon written notice from the Underwriter to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares 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, agrees to purchase at a price per share of $73.22 (the “Purchase Price”) from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 heretohereto at a price per share (the “Purchase Price”) of $45.45. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares 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, shall have the option to purchase from the Selling Stockholder Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. For the avoidance of doubt, the term “Option Shares” includes shares of common stock, par value $0.01 per share, of the Bank, if and to the extent that the Reorganization is consummated prior to the expiration of the option to purchase Option Shares or the delivery date or dates on which the Option Shares are to be delivered following exercise, as set forth in the following paragraph. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder Company agrees to sell issue and sell, and each of the Selling Stockholders agrees, severally and not jointly, to sell, the Underwritten Shares 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, agrees to purchase at a price per share of $73.22 (the “Purchase Price”) of $[●] from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto and from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) as set forth opposite their respective names in Schedule 2 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares 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, shall have the option to purchase from the Selling Stockholder the Option Shares Company at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares 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, agrees to purchase at a price per share of $73.22 9.79052 (the “Purchase Price”) from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares 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, shall have the option to purchase from the Selling Stockholder Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided , unless otherwise agreed by the Company and the Underwriter. The Company and Carnival plc understand that any notice where the Option Underwriter intends to make a public offering of the Shares, and initially to offer the Shares are to be delivered on the Closing Date shall be given at least one business day prior terms set forth in the Pricing Disclosure Package. The Company and Carnival plc acknowledge and agree that the Underwriter may offer and sell Shares to or through any affiliate of the Closing DateUnderwriter.

Purchase of the Shares. (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $73.22 19.559 (the “Purchase Price”) ), from the Selling Stockholder the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares to the Underwriter Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Gxxxxxx Sxxxx & Co. LLC (“Gxxxxxx Sachs”) to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $73.22 20.00 (the “Purchase Price”) ), from the Selling Stockholder the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares to the Underwriter Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Xxxxxxx Xxxxx & Co. LLC (“Xxxxxxx Sachs”) to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter Underwriters as provided in this underwriting agreement (this “Agreement”), and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, agrees to purchase at a price per share of $73.22 [●] (the “Purchase Price”) from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the Underwriter’s Underwriters’ name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares to the Underwriter Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Selling Stockholder Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Underwriters to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the Underwritten Shares 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, agrees to purchase at a price per share of $73.22 20.265 (the “Purchase Price”) from the Selling Stockholder Stockholders the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Xx. Xxxxx agrees to sell the Option Shares 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, shall have the option to purchase from the Selling Stockholder Xx. Xxxxx the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company Xx. Xxxxx and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $73.22 14.7403 (the “Purchase Price”) ), from the Selling Stockholder the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares to the Underwriter Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Gxxxxxx Sxxxx & Co. LLC (“Gxxxxxx Sachs”) to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Company agrees to issue and sell and the Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $73.22 12.00 (the “Purchase Price”) ), from the Company and the Selling Stockholder the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares to the Underwriter Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Representative to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder agrees agrees, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to sell the Underwritten Shares to the Underwriter several Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $73.22 (the “Purchase Price”) from the Selling Stockholder the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 heretohereto at a price per share (the “Purchase Price”) of $[ ]. In addition, the Selling Stockholder agrees to sell the Option Shares to the Underwriter several Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase purchase, severally and not jointly, from the Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Representatives to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares 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, agrees to purchase at a the price per share of $73.22 indicated in Schedule 1 hereto (the “Purchase Price”) from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares 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, shall have the option to purchase from the Selling Stockholder Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by the Underwriter shall be the aggregate number of Option Shares, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Representative to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Datedate and time of delivery specified therein.

Purchase of the Shares. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares 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, agrees to purchase at a price per share of $73.22 (the “Purchase Price”) from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the Underwriter’s name in Schedule 1 heretohereto at a price of $12.415 per share (the “Purchase Price”). In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares 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, shall have the option to purchase purchase, from the Selling Stockholder Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon written notice from on or before the Underwriter to the Company and the Selling Stockholder, given within a period of 30 calendar days after thirtieth (30th) day following the date of this Agreementthe Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth (10th) full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein; provided that any notice where , unless otherwise agreed by the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Dateparties.

Purchase of the Shares. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this underwriting agreement (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, agrees to purchase at a price per share of $73.22 866.25 (the “Purchase Price”) from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares 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, shall have the option to purchase from the Selling Stockholder Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares to the Underwriter as provided in this underwriting agreement (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, agrees to purchase at a price per share of $73.22 [●] (the “Purchase Price”) from the Selling Stockholder Company the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder Company agrees to issue and sell the Option Shares 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, shall have the option to purchase from the Selling Stockholder Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the forty-fifth day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementCompany. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $73.22 18.2278 (the “Purchase Price”) ), from the Selling Stockholder the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares to the Underwriter Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Gxxxxxx Sxxxx & Co. LLC (“Gxxxxxx Sachs”) to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Selling Stockholder agrees to sell the Underwritten Shares to the Underwriter Underwriters as provided in this Agreement, and the each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase purchase, at a price per share of $73.22 19.7126 (the “Purchase Price”) ), from the Selling Stockholder the respective number of Underwritten Shares set forth opposite the such Underwriter’s name in Schedule 1 hereto. In addition, the Selling Stockholder agrees to sell the Option Shares to the Underwriter Underwriters as provided in this Agreement, and the UnderwriterUnderwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Selling Stockholder the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter Gxxxxxx Sxxxx & Co. LLC (“Gxxxxxx Sachs”) to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such noticenotice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.

Purchase of the Shares. (a) The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell the number of Underwritten Shares set forth opposite the name of such Selling Stockholder on Schedule I hereto 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, agrees to purchase from each of the Selling Stockholders the Underwritten Shares at a purchase price per share of $73.22 33.90 (the “Purchase Price”) from ). In addition, each of the Selling Stockholder agrees, severally and not jointly, to sell the respective number of Underwritten Option Shares set forth opposite the Underwriter’s name in Schedule 1 hereto. In addition, the of such Selling Stockholder agrees to sell the Option Shares on Schedule I hereto 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, Underwriter shall have the option to purchase from the Selling Stockholder the Stockholders such Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option SharesPrice. The Underwriter may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, upon on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this AgreementStockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when of payment and delivery for such Option Shares. Any such time and date of payment and delivery shall be reasonably determined by the Option Shares are to be delivered and paid forUnderwriter, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor (as defined below) or later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided that any notice where the Option Shares are to be delivered on the Closing Date shall be given at least one business day prior to the Closing Date.