Common use of SALE AND DELIVERY TO UNDERWRITERS; CLOSING; RESERVATION OF SHARES Clause in Contracts

SALE AND DELIVERY TO UNDERWRITERS; CLOSING; RESERVATION OF SHARES. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in the Pricing Agreement, the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. If the Company has elected not to rely upon Rule 430A under the 1933 Act Regulations, the public offering price and the purchase price per share to be paid by the Underwriter for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus reflecting such information will be filed before the Registration Statement becomes effective. If the Company has elected to rely upon Rule 430A under the 1933 Act Regulations, the purchase price per share to be paid by the Underwriters for the Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement between the Representative and the Company. The initial public offering price per share of the Shares shall be a fixed price to be determined by agreement between the Representative and the Company. The public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party hereunder other than pursuant to Section 6 hereof, unless otherwise agreed to by the Company and the Representative.

SALE AND DELIVERY TO UNDERWRITERS; CLOSING; RESERVATION OF SHARES. (a2(a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell the 5,000,000 Firm Shares to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in the Pricing Agreement, the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. If the Company has elected not to rely upon Rule 430A under the 1933 Act Regulations, the public offering price and the purchase price per share to be paid by the Underwriter Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus reflecting such information will be filed before the Registration Statement becomes effective. If the Company has elected to rely upon Rule 430A under the 1933 Act Regulations, the purchase price per share to be paid by the Underwriters for the Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement between the Representative and the Company. The initial public offering price per share of the Shares shall be a fixed price to be determined by agreement between the Representative and the Company. The public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party hereunder other than pursuant to Section 6 hereof, unless otherwise agreed to by the Company and the Representative.

SALE AND DELIVERY TO UNDERWRITERS; CLOSING; RESERVATION OF SHARES. (a2(a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters the 2,000,000 Firm Shares to each Underwriter, severally and not jointlyin the aggregate, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in the Pricing Agreement, the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. If the Company has elected not to rely upon Rule 430A under the 1933 Act Regulations, the public offering price and the purchase price per share to be paid by the Underwriter Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus reflecting such information will be filed before the Registration Statement becomes effective. If the Company has elected to rely upon Rule 430A under the 1933 Act Regulations, the purchase price per share to be paid by the Underwriters for the Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement between the Representative Representatives and the Company. The initial public offering price per share of the Shares shall be a fixed price to be determined by agreement between the Representative Representatives and the Company. The public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party hereunder other than pursuant to Section 6 hereof, unless otherwise agreed to by the Company and the Representative.

SALE AND DELIVERY TO UNDERWRITERS; CLOSING; RESERVATION OF SHARES. (a2(a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters the Firm Shares to each Underwriter, severally and not jointlyin the aggregate, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in the Pricing Agreement, the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter ---------- (except as otherwise provided in the Pricing Agreement), plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. --------- If the Company has elected not to rely upon Rule 430A under the 1933 Act Regulations, the public offering price and the purchase price per share to be paid by the Underwriter Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus reflecting such information will be filed before the Registration Statement becomes effective. If the Company has elected to rely upon Rule 430A under the 1933 Act Regulations, the purchase price per share to be paid by the Underwriters for the Shares shall be an amount equal to the initial public offering price, less an amount per share to be determined by agreement between the Representative Representatives and the Company. The initial public offering price per share of the Shares shall be a fixed price to be determined by agreement between the Representative Representatives and the Company. The public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party hereunder other than pursuant to Section 6 -------- hereof, unless otherwise agreed to by the Company and the Representative.