Additional Documents Incorporated by Reference. Prior to signing this Lease, Xxxxxx acknowledges that he/she has carefully read the document entitled “Group Lease Room Assignment and Rent Proration” as well as the “Landlord’s Rules for Tenants.” These documents are incorporated into this Lease by reference, as if all their content was written down in this document. Xxxxxx agrees to be bound by the terms and conditions of those documents, which are a part of this Lease Agreement. Xxxxxx further acknowledges that failure to abide by the terms and conditions of these documents may be grounds for the Landlord to evict Tenant, obtain legal damages against Tenant, or use the Damage Deposit to recover against the Tenant.
Additional Documents Incorporated by Reference. 1. None.
Additional Documents Incorporated by Reference. None Dolphin Mall Associates LLC La Cienega Partners Limited Partnership Short Hills Associates, L.L.C. Txxx-Co Finance LLC Taubman Auburn Hills Associates Limited Partnership Taubman Cherry Creek Shopping Center L.L.C. The Taubman Company LLC The Taubman Realty Group Limited Partnership Twelve Oaks Mall LLC Rxxxxx X. Xxxxxxx Lxxx X. Pxxxx Xxxxxxx. S. Xxxxxxx Dxxxxx X. Dxxxx Exxxx X. Xxxx Sxxxxx X. Xxxx Cxxxx X. Xxxxxx Sxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx Dxxxx X. Xxxxxxx Rxxx Xxxxxxxx Gxxxxx X. Xxxxxxx Jxxxxx X. Xxxxxx Cxxxx X. Xxxxxxx Pxxxx Xxxxxxxx, Jr. Wxxxxxx X. Xxxxxx Rxxxxx X. Xxxxx Ladies and Gentlemen: I have acted as counsel to Taubman Centers, Inc., a Michigan corporation (the “Company”), in connection with the public offering of up to 2,012,500 shares (the “Securities”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s prospectus dated June 14, 2011 (the “Basic Prospectus”), included in the Company’s Registration Statement on Form S-3 (No. 333-174880) (the “Registration Statement”), as supplemented by the prospectus supplements dated June 14, 2011 (the “Pricing Prospectus”) and June 14, 2011 (the “Prospectus”). This opinion letter is provided to you at the request of the Company pursuant to Section 8(c) of the Underwriting Agreement, dated as of June 14, 2011 (the “Underwriting Agreement”), between the Company and Gxxxxxx, Sxxxx & Co. (the “Underwriter”). Except as otherwise indicated, capitalized terms used in this opinion letter are defined as set forth in the Underwriting Agreement. In so acting, I have examined the Underwriting Agreement, the Registration Statement, the Basic Prospectus, the Pricing Prospectus and the Prospectus, and have considered such matters of law and of fact, and relied upon such certificates and other information furnished to me, as I have deemed appropriate as a basis for my opinions set forth below. In giving the opinions set forth in this opinion letter, I have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to matters involving the facts specified therein, I have relied solely, without independent investigation or verification, upon (i) the representations and warranties made in the Underwriting Agreement, (ii) certificates of officers of the Company, (iii) the written or oral advice of public officials and (iv) my...
Additional Documents Incorporated by Reference. None. Issuer: Fifth Third Capital Trust VII (the “Trust”), a Delaware statutory trust, the sole assets of which will be the 8.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by Fifth Third Bancorp (“Fifth Third”). Guarantor: Fifth Third Offered Securities: 8.875% Trust Preferred Securities Aggregate Liquidation Amount: $350,000,000 ($350,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by Fifth Third, correspond to $350,010,000 initial principal amount of the JSNs) Liquidation Amount: $25 per trust preferred security Expected Ratings: Xxxxx’x Investor Services: A1, with negative outlook Standard & Poor’s: A-, with negative outlook Fitch Ratings: A+, with negative watch DBRS: A (high), with negative trend Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Trade Date: April 29, 2008 Settlement Date: May 6, 2008 (T+5) Maturity Date: May 15, 2068 Distributions: 8.875% from and including May 6, 2008 to but excluding May 15, 2058 and at three-month LIBOR plus 5.00% thereafter, in each case, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2008. Public Offering Price: $25 per trust preferred security Proceeds, before expenses, to Fifth Third from the Offering: $339,443,337.50 after underwriting commissions Underwriting Commissions: 3.15%, except for sale to certain institutions in which case the fees will be 2% First Call Date On or after May 15, 2013 in whole or in part Make-Whole Redemption Price after the occurrence of a rating agency event 100% of the principal amount of the JSNs being redeemed or if greater, the sum of the present values of the remaining scheduled payments of principal (discounted from May 15, 2013) and interest that would have been payable to and including May 15, 2013 (discounted from their respective interest payment dates) on the JSNs to be redeemed (not including any portion of such payments of interest accrued to the redemption date) to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis points, in each case plus accrued and unpaid interest to the redemption date Maximum Share Number for Purposes of A...
Additional Documents Incorporated by Reference. SCHEDULE III TO ANNEX I [To be modified as appropriate and completed prior to execution of this Terms Agreement] BARCLAYS BANK PLC Title of Subscription Securities: Aggregate Principal Amount Offered: Price to Public: Settlement Date: Managing Underwriters: Subscription Price by Underwriters: Maturity Date: Interest Rate: Interest Payment Dates: Interest Reset Dates: Redemption Provisions: [Other Provisions:] The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternately, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free [•]. ANNEX II Barclays Bank PLC Administrative Procedure This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•], 2007 (the “Distribution Agreement”), between Barclays Bank PLC, a corporation organized under the laws of England and Wales (the “Bank”) on the one hand and Barclays Capital Inc. on the other, to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of issues of Securities directly by the Bank to subscribers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a subscription of Securities by an Agent, as principal, from the Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a...
Additional Documents Incorporated by Reference. Current Report on Form 8-K dated December 6, 2005 ANNEX I WRITTEN MATERIALS PROVIDED TO PARTICIPANTS IN DIRECTED SHARE PROGRAM o Memorandum to Directors and Executive Management Board Members that are Potential Participants in the XL Capital Ltd Directed Equity Program, from Kirstin Gould regarding General Information about the Director and Exexxxxxx Xxxagement Board Member Participation in the XL Capital Ltd Equity Units and Ordinary Shares Offerings, dated December 2, 2005 o Registration Statement. o Pricing Prospectus. o Final term sheet. o Prospectus. ANNEX II-1 SIMPSON THACHER & BARTLETT LLP FORM OF OPINION ---------------------------------------------- ANNEX II-2 SIMPSON THACHER & BARTLETT LLP FORM OF NEGATIVE ASSURANCE LETTER ----------------------------------------------------------------
ANNEX III-1 CAHILL GORDON & REINDEL LLP FORM OF OPINION -------------------------------------------
ANNEX III-2 CAHILL GORDON & REINDEL LLP FORM OF NEGATIVE ASSURANCE LETTER -------------------------------------------------------------
Additional Documents Incorporated by Reference. The Company’s Current Report on Form 8-K filed on August 18, 2010
Additional Documents Incorporated by Reference. Prospectus Supplement filed with submitted for filing with and accepted by the Commission on January 22, 2016 and appearing on XXXXX with a filing date of January 22, 2016. Form 8-K filed with submitted for filing with and accepted by the Commission on January 22, 2016 and appearing on XXXXX with a filing date of January 22, 2016. Issuer: Customers Bancorp, Inc. Title of Security: Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the "Series D Preferred Stock") Size: $25,000,000.00 (representing 1,000,000 shares) Maturity: Perpetual Liquidation Preference: $25.00 per share Dividend Rate (Non-Cumulative): At a rate per annum equal to 6.50% up to but excluding March 15, 2021; from and including March 15, 2021 until the redemption date (if any), at a floating rate per annum equal to three-month U.S. dollar LIBOR plus a spread of 5.09% per annum; in each case, only when, as and if declared. Dividend Payment Dates: March 15, June 15, September 15 and December 15 each year, commencing March 15, 2016.
Additional Documents Incorporated by Reference. Exhibit 12.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 6, 2009.
Additional Documents Incorporated by Reference. [None.] (Each representing 1/250th ownership interest in a share of the 8.50% Non-Cumulative Perpetual Issuer: Fifth Third Bancorp (“Fifth Third”)
