Purchaser's
signature page to this Agreement.
1.2
Closing.
(A)
FOR EACH PURCHASER, SUBJECT TO THE SATISFACTION OR WAIVER OF THE
CONDITIONS SET FORTH IN THIS AGREEMENT WITH RESPECT TO THE PURCHASE AND SALE BY
SUCH PURCHASER, THE CLOSING OF THE PURCHASE AND SALE OF THE SHARES PURSUANT
HERETO (THE "CLOSING") SHALL OCCUR AT 9:30 A.M., NEW YORK TIME, ON APRIL 11,
2008, OR ON SUCH LATER DATE AS THE COMPANY MAY BY WRITTEN NOTICE SPECIFY TO SUCH
PURCHASER, AT THE OFFICES OF SIMPSON THACHER & BARTLETT LLP LOCATED AT 425
LEXINGTON AVENUE, NEW YORK, NEW YORK 10017 OR SUCH OTHER DATE OR LOCATION AS
AGREED BY THE PARTIES. THE DATE OF THE CLOSING IS REFERRED TO AS THE "CLOSING
DATE."
(B)
SUBJECT TO THE SATISFACTION OR WAIVER OF THE CONDITIONS TO THE CLOSING IN
SECTION 1.2(C), AT THE CLOSING, THE COMPANY WILL DELIVER TO EACH PURCHASER ONE
STOCK CERTIFICATE REPRESENTING THE TOTAL NUMBER OF SHARES TO BE PURCHASED BY
SUCH PURCHASER PURSUANT HERETO, REGISTERED IN THE NAME OF SUCH PURCHASER OR SUCH
OTHER PERSON (WHICH SHALL BE AN AFFILIATE OR NOMINEE OF SUCH PURCHASER OR SUCH
AFFILIATE) AS SUCH PURCHASER MAY HAVE DESIGNATED IN WRITING TO THE COMPANY NOT
LESS THAN ONE BUSINESS DAY PRIOR TO THE CLOSING, AGAINST PAYMENT THEREFOR BY
WIRE TRANSFER BY SUCH PURCHASER OF IMMEDIATELY AVAILABLE UNITED STATES FUNDS TO
A BANK ACCOUNT DESIGNATED BY THE COMPANY, FOR AN AGGREGATE PURCHASE PRICE EQUAL
TO THE AMOUNT SET FORTH ON SUCH PURCHASER'S SIGNATURE PAGE TO THIS AGREEMENT.
1
(C)
CLOSING CONDITIONS.
(1)
THE RESPECTIVE OBLIGATIONS OF EACH PURCHASER ON THE ONE HAND, AND THE
COMPANY, ON THE OTHER HAND, TO CONSUMMATE THE CLOSING IS SUBJECT TO THE
FULFILLMENT OR WRITTEN WAIVER BY THE APPLICABLE PURCHASER AND THE COMPANY PRIOR
TO THE CLOSING OF THE FOLLOWING CONDITIONS:
(A)
NO PROVISION OF ANY APPLICABLE LAW OR REGULATION AND NO JUDGMENT,
INJUNCTION, ORDER OR DECREE SHALL PROHIBIT THE CLOSING;
(B)
THE SHARES OF COMMON STOCK TO BE ISSUED AT THE CLOSING SHALL HAVE BEEN
AUTHORIZED FOR LISTING ON THE NEW YORK STOCK EXCHANGE OR SUCH OTHER MARKET ON
WHICH THE COMMON STOCK IS THEN LISTED OR QUOTED, SUBJECT TO OFFICIAL NOTICE OF
ISSUANCE; AND
(C)
THE COMPANY SHALL HAVE ISSUED AND SOLD SHARES OF CAPITAL STOCK ON OR AFTER
THE DATE HEREOF AND ON OR PRIOR TO THE CLOSING DATE AND RECEIVED AGGREGATE
PROCEEDS IN RESPECT THEREOF (INCLUDING THE PROCEEDS TO BE RECEIVED FROM SUCH
PURCHASER) OF NOT LESS THAN $4.9 BILLION IN THE AGGREGATE; PROVIDED, THAT FOR
PURPOSES OF THIS CLAUSE (C), TO THE EXTENT THERE EXIST AT CLOSING CONTRACTUAL
OBLIGATIONS OF PURCHASERS TO DELIVER FUNDS IN RESPECT OF ANY SUCH SALES WITHIN
NOT MORE THAN 14 DAYS FOLLOWING CLOSING, THE FUNDS SUBJECT TO SUCH CONTRACTUAL
OBLIGATIONS SHALL BE CONSIDERED TO BE PROCEEDS RECEIVED FOR PURPOSES OF THIS
PROVISION.
(2)
THE OBLIGATION OF EACH PURCHASER TO CONSUMMATE THE PURCHASE OF SHARES TO BE
PURCHASED BY IT AT THE CLOSING IS ALSO SUBJECT TO THE FULFILLMENT OR WRITTEN
WAIVER