Common use of Sale and Delivery to Underwriters Closing Clause in Contracts

Sale and Delivery to Underwriters Closing. 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.061% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., New York City time, on November 17, 2014 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. On (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriteragrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the Company agrees to issue and each Underwritersell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, 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, severally and not jointly, agrees to purchase from the CompanyCompany 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 principal amount number of Securities Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter on in Schedule I hereto, at a purchase price equal 1 hereto (or such number increased as set forth in Section 10 hereof) bears to 98.061% of the aggregate principal amount thereof. Delivery number of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to Underwritten Shares being purchased from the Company by wire transfer the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of immediately available funds contemporaneous with closing at such place the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as shall be agreed upon by to which the Representative option is being exercised and the Companydate and time when the Option Shares are to be delivered and paid for, no which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or later than 10:00 a.m., New York City time, on November 17, 2014 or the tenth full business day after the date of such other time not later than ten notice (10) business days after such date as shall be agreed upon by the Representative and the Company (unless such time and date are postponed in accordance with the provisions of payment and delivery being herein called the “Closing Time”Section 10 hereof). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but Any such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters notice shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing given at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination date and packaging, if applicable, by the Representative in The City time of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to themdelivery specified therein.

Sale and Delivery to Underwriters Closing. (a) Subscription for the Initial Shares and Payment of Aggregate Issue Price. On the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions set forth herein set forth, (i) the Company agrees to sell issue the Initial Shares to each Underwriterthe Subscription Agent, acting for the account of the several Underwriters, as provided in subsection (ii) below; (ii) the Underwriters agree severally to purchase and not jointlyunderwrite the Initial ADSs as set forth on Schedule A hereto, and each Underwriter(iii) the Subscription Agent, severally and not jointlyacting for the account of the several Underwriters, agrees and undertakes to purchase from subscribe, on the Companydate hereof, for the Initial Shares at a price of € 1.00 (the “Issue Price”) and to pay to the Company the Issue Price for each of the subscribed Initial Shares by crediting with value no later than [●] [A.M.], Central European Time (“CET”) on [ ], 2015, the aggregate principal amount Issue Price multiplied by the number of Securities set forth opposite Initial Shares (the “Aggregate Issue Price”) into a special account opened at Raiffeisen Bank International AG (account number [ ]) in the name of the Company and entitled “[ ]” (the “Capital Increase Account”), such Underwriter on Schedule I heretoaccount to be non-interest bearing and free of charges; and (iii) for the purpose of registering the Capital Increase representing the Initial Shares in the Commercial Register, at a purchase price equal the Subscription Agent will, subject to 98.061% the conditions stated herein, execute in its own name, but for the account of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Companyseveral Underwriters, and deliver to the Company a subscription certificate (Zeichnungsschein) (the “Subscription Certificate”) no later than [●] [A.M.] CET on [ ], 2015, duly signed in duplicate in accordance with the Austrian Stock Corporation Act (Aktiengesetz, “AktG”) for the Initial Shares, and will effect payment of the purchase price for Aggregate Issue Price as described in subsection (a)(ii) above to the Securities shall be made by Capital Increase Account. Upon crediting the Representative Aggregate Issue Price and no later than [●] [A.M.] CET on [ ], 2015 Raiffeisen Bank International AG will cause delivery to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., New York City time, on November 17, 2014 or such other time not later than ten a bank certificate (10Einzahlungsbestätigung) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing TimeBank Certificate”). It is understood that each Underwriter has authorized the Representative, for its accountconfirming such credit pursuant to Section 170(1), to accept delivery of155(2), receipt for28(2), 28a(1) and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, may (but shall not be obligated to29(1) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.AktG.

Sale and Delivery to Underwriters Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Securities set forth opposite the name of such Underwriter on Schedule I heretoTrust, at a purchase price equal to 98.061% of $1,000 per Capital Security, 150,000 Capital Securities. Deliveries of a certificate or certificates for the aggregate principal amount thereof. Delivery of the Capital Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx Thacher Proffitt & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Wood LLP in The Citx xx Xxx Xxxx, Xxx Xxxx 00000Xew Xxxx, or such other place as may be agreed to by the Representative and the CompanyOfferors, and payment of the purchase price for the Capital Securities shall be made by the Representative to the Company Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the CompanyOfferors, no later than 10:00 a.m., New York City time, on November 17January 26, 2014 2006 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company Offerors (such time and date of payment and delivery being herein called the “"Closing Time”"). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. JefferiesSandler O'Neill, individually and not as Representative Reprexxxxxxxve of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Capital Securities purchased by the Underwriters shall be made to the Company Trust by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.the

Sale and Delivery to Underwriters Closing. 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.06199.064% of the aggregate principal amount thereof. Delivery Deliveries of a certificate or certificates for the Securities shall be made at the offices of SkaddenTxxxxxx Xxxxxxxx & Wxxx llp in The City of New York, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000New York, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., New York City time, on November 17May 1, 2014 2007 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. JefferiesKBW, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $38.4925 per share, the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. 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 each of the Underwriters, and the Underwriters shall have a one-time right to purchase from the Company, severally and not jointly, at a purchase price of $38.4925 per share, in the aggregate principal amount up to 900,000 Additional Securities. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, but at any time within such 30 days, which notice shall specify the number of Additional Securities to be purchased by the Underwriters and the time and date on which such shares are to be purchased. Such date may be the same as the Closing Time but shall in no event be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 2(c) hereof solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite the name of such Underwriter on in Schedule I hereto, A hereto bears to the total number of Firm Securities. (b) The Company has been advised by the Representatives that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has further been advised by the Representatives that the Underwriters propose to initially offer the Securities to the public at a the public offering price of $39.5625 per share. (c) Payment of the purchase price equal to 98.061% for, and delivery of certificates for, the aggregate principal amount thereof. Delivery of the Firm Securities shall be made at the offices office of SkaddenBerlack, Arps, Slate, Xxxxxxx Israels & Xxxx Xxxxxxxx LLP, 000 Xxxx Xxxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative Representatives and the Company, no later than at 10:00 a.m.A.M. on February 19, New York City time1998 (unless postponed in accordance with the provisions of Section 10 hereof), on November 17, 2014 or such other time not later than ten (10) five business days after such date as shall be agreed upon by the Representative Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Time”Time ). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of in immediately available funds to a bank designated by the Company, against delivery to the Representative Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.of

Sale and Delivery to Underwriters Closing. (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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at $______ per share, the aggregate principal amount number of Initial Securities set forth in Schedule A opposite the name of such Underwriter plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In addition, on Schedule I hereto, at a purchase price equal to 98.061% the basis of the aggregate principal amount thereofrepresentations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 525,000 shares of Common Stock at the price per share set forth in paragraph (a) above. Delivery The option hereby granted will expire 30 days after the Representation Date, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made upon notice by the Representative to the Company by wire transfer setting forth the number of immediately available funds contemporaneous with closing at Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such place as Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company, no later than 10:00 a.m., New York City time, on November 17, 2014 . . If the option is exercised as to all or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment any portion of the purchase price forOption Securities, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative each of the Underwriters, may (but shall acting severally and not be obligated to) make payment jointly, will purchase that proportion of the purchase price for total number of Option Securities then being purchased which the number of Initial Securities to be purchased by any Underwriter whose funds have not been received by set forth in Schedule A opposite the Closing Time, but such payment shall not relieve name of such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made bears to the Company by wire transfer total number of immediately available funds Initial Securities (except as otherwise provided in the Pricing Agreement), subject in each case to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names adjustments as the Representative may request in writing at least two business days prior its discretion shall make to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City eliminate any sales or purchases of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to themfractional shares.

Sale and Delivery to Underwriters Closing. On the basis of the representations and warranties herein contained and subject (a) Subject to the terms and conditions herein set forthherein, (i) (A) the Company agrees to issue and sell to each Underwriterof the Underwriters, and each of the Underwriters agrees, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $_______, the aggregate principal amount number of Firm Securities set forth opposite the name of such Underwriter on in Schedule I heretohereto and, (B) in the event and to the extent that the Underwriters exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (i)(A) of this Section 2(a), that portion of the number of Company Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Company Optional Securities by a fraction, the numerator of which is the maximum number of Company Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Company Optional Securities that all of the Underwriters are entitled to purchase hereunder; (ii) (A) each Selling Shareholder agrees, severally and not jointly, to sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from such Selling Shareholder, at a purchase price equal to 98.061% per share of $______, the aggregate principal amount thereof. Delivery number of Firm Securities set forth opposite the Securities shall be made at name of such Underwriter in Schedule II hereto and (B) in the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative event and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place extent that the Underwriters shall exercise the election to purchase Optional Securities as shall be agreed upon by the Representative provided below, each Selling Shareholder agrees, severally and the Company, no later than 10:00 a.m., New York City time, on November 17, 2014 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its accountjointly, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed sell to purchase. Jefferies, individually and not as Representative each of the Underwriters, may (but shall and each of the Underwriters agrees, severally and not be obligated to) make payment of jointly, to purchase from such Selling Shareholder, at the purchase price for per share set forth in clause (ii)(A) of this Section 2(a), that portion of the number of Selling Shareholders' Optional Securities as to which such election shall have been exercised (to be purchased adjusted by any Underwriter whose funds have not been received you so as to eliminate fractional shares) determined by multiplying such number of Selling Shareholders' Optional Securities by a fraction, the Closing Time, but such payment shall not relieve numerator of which is the maximum number of Selling Shareholders' Optional Securities which such Underwriter from its obligations hereunder. Payment for is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the maximum number of Selling Shareholders' Optional Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts that all of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be are entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to thempurchase hereunder.

Sale and Delivery to Underwriters Closing. 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.06198.5% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxxxx & Xxxxxxx & Xxxx LLP, Xxxx Xxxxx XxxxxxThe New York Times Building, Xxx Xxxx620 Eighth Avenue, Xxx Xxxx 0000042nd Floor, New York, New York 1001, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., a.m. (New York City time) on May 1, on November 17, 2014 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. JefferiesXxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by themthe Underwriters. Certificates for The Securities represented by the Securities Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least two one full business days day prior to the Closing Time. All certificates for the Securities The Global Note shall be made available for examination and packaging, if applicable, by the Representative in The City of not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.06199.058% of the aggregate principal amount thereof, plus accrued and unpaid interest from May 15, 2015 to the Closing Time (as defined below) and payable at such Closing Time. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., New York City time, on November 17June 11, 2014 2015 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. JefferiesSandler X’Xxxxx, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Securities 2030 Notes set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.06199.35% of the aggregate principal amount thereof, and the aggregate principal amount of 2035 Notes set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 99.125% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., New York City time, on November 17March 3, 2014 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. JefferiesXxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by themthe Underwriters. Certificates for The Securities represented by the Securities Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities The Global Note shall be made available for examination and packaging, if applicable, by the Representative in The City of not later than 4:55 p.m. New York City time, on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.06198.75% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxxxx & Xxxxxxx & Xxxx LLP, Xxxx Xxxxx The New York Times Building, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., a.m. (New York City time) on September 3, on November 17, 2014 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. JefferiesXxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by themthe Underwriters. Certificates for The Securities represented by the Securities Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least two one full business days day prior to the Closing Time. All certificates for the Securities The Global Note shall be made available for examination and packaging, if applicable, by the Representative in The City of not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $31.975 per share, the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and the Underwriters shall have a one-time right to purchase from the Company, severally and not jointly, at a purchase price of $31.975 per share, in the aggregate principal amount up to 500,000 Additional Securities. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Time (as defined below) but not later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 2(c) hereof solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite the name of such Underwriter on in Schedule I hereto, at a purchase price equal to 98.061% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative A hereto bears to the Company by wire transfer total number of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., New York City time, on November 17, 2014 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to themFirm Securities.

Sale and Delivery to Underwriters Closing. 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.06198.75% of the aggregate principal amount thereof. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxxxx & Xxxxxxx & Xxxx LLP, Xxxx Xxxxx The New York Times Building, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., a.m. (New York City time, ) on November 1723, 2014 2021 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. JefferiesKBW, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by themthe Underwriters. Certificates for The Securities represented by the Securities Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least two one full business days day prior to the Closing Time. All certificates for the Securities The Global Note shall be made available for examination and packaging, if applicable, by the Representative in The City of not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. 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 each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Securities set forth in Schedule A hereto opposite the name of such Underwriter on Schedule I hereto, at a purchase price equal to 98.061______% of the aggregate principal amount thereof, plus accrued interest, if any, from ___________ __, 1996, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. Delivery Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx LLPXxxxxxxx, Xxxx Xxxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative you and the Company, no later than at 10:00 a.m., New York City timeA.M., on November 17the [third][fourth] business day (unless postponed in accordance with the provisions of Section 10) following the date of this Agreement, 2014 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative Underwriters and the Company (such time and date of payment and delivery being herein called the “"Closing Time”"). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Companyfunds, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the The Securities shall be in fully registered book-entry form in such denominations and registered in such names as the Representative Underwriters may request in writing at least two business days prior to the before Closing Time. All certificates for the Securities , and shall be made available for examination and packaging, if applicable, packaging by the Representative in The City of New York Underwriters not later than 10:00 A.M. on the last business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.