Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT If the foregoing is in accordance with your understanding of our agreement, please sign and return to us five counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, FIFTH THIRD BANCORP By: /s/ XXXXXXXXXXX X. XXXXXXXX Name: XXXXXXXXXXX X. XXXXXXXX Title: Executive Vice President and Chief Financial Officer FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By /s/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ XXXXXXX XXXXX (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ YURIJ SLYZ Name: Yurij Slyz Title: V.P. On behalf of each of the Underwriters FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Principal Amount of Securities to be Purchased Credit Suisse Securities (USA) LLC $ 176,250,000 Xxxxxxx, Xxxxx & Co. $ 176,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 176,250,000 Xxxxxx Xxxxxxx & Co. Incorporated $ 176,250,000 Fifth Third Securities, Inc $ 45,000,000 Total $ 750,000,000 SCHEDULE II Fifth Third Bancorp
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Underwriting Agreement, with the exception of the matters relating to termination contemplated by Section 14 or as otherwise specified herein, may be taken by the Lead Underwriter, on behalf of the Underwriters, and the execution of this Underwriting Agreement by the Company shall constitute the Company’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Unit Shares, the Warrants and the Compensation Options to, or to the order of, the Lead Underwriter.
Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp and the Trust and the several Underwriters. Very truly yours, CITICORP By:_____________________ Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]] By:_____________________________ Name: Title: SCHEDULE I Number of Preferred Underwriter Securities to be Purchased ___________ __________________________ [NAME OF REPRESENTATIVE[S]] TOTAL Exhibit A ___________________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust) __% ________________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 [NAME OF REPRESENTATIVE[S]] [ADDRESS OF REPRESENTATIVE[S]] Dear Sirs: Reference is made to the Underwriting Agreement, dated _______, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule I thereto, for whom ________________________ [is] [are] acting as representative[s] (the "Representative[s]"), of the above __% ________________ Preferred Securities (the "Preferred Securities"), of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). Pursuant to Section 2 of the Underwriting Agreement, the Trust and Citicorp, a Delaware corporation, agree with each Underwriter as follows:
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WACHOVIA CORPORATION /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By: XXXXXXX, XXXXX & CO. /s/ Xxxxxxx, Sachs & Co. On behalf of the Underwriters set forth in Schedule I SCHEDULE I Underwriters Number of Firm Shares to be Purchased Wachovia Capital Markets, LLC 1,750,000 Xxxxxxx, Xxxxx & Co. 1,330,000 Citigroup Global Markets Inc. 140,000 Credit Suisse Securities (USA) LLC 140,000 UBS Securities LLC 140,000 Total 3,500,000 SCHEDULE II Title of Securities: 7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L, no par value and with a liquidation preference of $1,000 per share Number of Firm Shares: 3,500,000 Number of Optional Shares: 525,000 Initial Public Offering Price: $1,000 per Security Purchase Price by Underwriters: $975 per Security Underwriters’ Compensation: $25 per Security Specified Funds for Payment of Purchase Price: Immediately available funds by wire First Time of Delivery: April 17, 2008; 10:30 a.m. (New York City time) Closing Location: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices, etc.: Wachovia Capital Markets, LLC 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Attn: Equity Capital Markets Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: The Registration Department, 20th Floor Issuer Free Writing Prospectuses Not Included in the Pricing Disclosure Package: Press Release, as filed with the Commission pursuant to Rule 433 on April 14, 2008 Electronic “road show” on xxx.xxxxxxxxxxx.xxx SCHEDULE II(a) AND SCHEDULE II(b) (a) Issuer Free Writing Prospectuses not included in Pricing Disclosure Package: Press Release, as filed with the Commission pursuant to Rule 433 on April 14, 2008 Electronic “road show” on xxx.xxxxxxxxxxx.xxx
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Wachovia and the Underwriters. Very truly yours, WACHOVIA CORPORATION By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: Name: Title: SCHEDULE I Title of Designated Securities: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series __], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A] Preferred Stock [, Series __], no-par value] Amount of Securities: Price to Public: $ per Security [, plus accrued dividends, if any, from , ] Purchase Price by Underwriters: $ per Security [, plus accrued dividends, if any, from , ] Specified Funds for Payment of Purchase Price: Immediately available funds by wire Deposit Agreement: [Deposit Agreement, dated as of , , between Wachovia and , as Depositary] Maturity: [ , ] Dividend Rate: [ % per annum] [describe floating rate provisions] Dividend Payment Dates: [ , , and of each year, commencing , ] Regular Record Dates: [ , , and of each year, commencing , ] Repayment Provisions: [Describe repayment provisions, if any] Redemption Provisions: [Describe redemption provisions, if any] Sinking Fund Provisions: [Describe sinking fund provisions, if any] Conversion Provisions: [Describe conversion provisions, if any] Exchange Provisions: [Describe exchange provisions, if any] Other Terms: [Describe additional terms, if any] Additional Comfort Letter Coverage: [Describe additional coverage, if any] Form of Designated Security: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] Closing Date: , at [time] Restricted Period Under Section 5(k) of Underwriting Agreement: [Describe period if other than through Closing Date] Office for Delivery of Designated Securities: [insert address] Office for Payment for Designated Securities: [insert address] Name of Representatives: [insert names] Address for Notices, etc.: [insert address] Selling Restrictions: [insert selling restrictions] SCHEDULE II Underwrit...
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Agreement resulting from the Corporation's acceptance of this offer, with the exception of the matters contemplated by Section 13, Section 14 and Section 15 may be taken by Eight on behalf of itself and the other Underwriter and the acceptance of this offer by the Corporation shall constitute the Corporation's authority for accepting notification of any such steps from, and for delivering the definitive documents in respect of the Offering to, or to the order of, Eight.
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with the Closing, with the exception of the matters relating to: (i) termination of purchase obligations, (ii) waiver and extension, and (iii) indemnification, contribution and settlement, may be taken by the Lead Underwriters, on behalf of the other Underwriters. The execution of this Underwriting Agreement by the other Underwriters and by the Company shall constitute the Company’s authority and obligation for accepting notification of any such steps from, and for delivering the Offered Units in certificated or electronic form to or to the order of, Eight. The Lead Underwriters shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or other communications to or with the Company. The rights and obligations of the Underwriters under this Underwriting Agreement shall be several and neither joint nor joint and several.
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (i) termination of purchase obligations, and (ii) indemnification, contribution and settlement, may be taken by GMP on behalf of itself and the other Underwriters and the execution of this Agreement by the other Underwriters and by the Company shall constitute the Company’s authority and obligation for accepting notification of any such steps from, and for delivering the definitive certificates representing the Shares to or to the order of, GMP. GMP shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or other communications to or with the Company. The rights and obligations of the Underwriters under this Agreement shall be several and not joint and several.
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (i) termination of purchase obligations,
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Underwriting Agreement, with the exception of the matters contemplated by Section 14, 15, 16 and 18(2) may be taken by Wellington West on behalf of themselves and the other Underwriters, and the execution of this Underwriting Agreement by Augusta shall constitute Augusta's authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Shares to, or to the order of, Wellington West.
