Agreement Among Underwriters. The Underwriters agree as between themselves that they will be bound by and will comply with the International Capital Markets Association Agreement Among Managers Version 1/New York Law Schedule (the “Agreement Among Managers”) as amended in the manner set out below. For purposes of the Agreement Among Managers, “Managers” means the Underwriters, “Lead Manager” means the Representatives, “Settlement Lead Manager” means BNP Paribas, “Stabilizing Manager” means BNP Paribas and “Subscription Agreement” means this Agreement. Clause 3 of the Agreement Among Managers shall be deleted in its entirety and replaced with Section 11 of this Agreement.
Agreement Among Underwriters. The execution of this Agreement by each Underwriter constitutes the acceptance of each Underwriter of the ICMA Agreement Among Managers Version 1/New York Schedule, subject to any amendment notified to the Underwriters in writing at any time prior to the execution of this Agreement. References to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to each of Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Xxxxxxx Xxxxx International and references to “Settlement Lead Manager” shall be deemed to refer to Xxxxxxx Xxxxx International. As applicable to the Underwriters, Clause 3 of the ICMA Agreement Among Managers Version 1/New York Schedule shall be deemed to be deleted in its entirety and replaced with Section 18 of this Agreement.
Agreement Among Underwriters. The Underwriters agree as between themselves that they will be bound by and will comply with the International Capital Markets Association Agreement Among Managers Version 1 (Fixed-Price Non Equity-Related Issues)/New York Law Schedule (the “Agreement Among Managers”) as amended in the manner set out as follows: For purposes of the Agreement Among Managers, “Managers” means the Underwriters and the Representatives shall be joint “Lead Managers”, “Settlement Lead Manager” and “Stabilising Manager” means X.X. Xxxxxx Securities plc, and “Subscription Agreement” means this Agreement. Clause 3 of the Agreement Among Managers shall be deleted in its entirety and replaced with Section 11 of this Agreement.
Agreement Among Underwriters. The execution of this Agreement by each Underwriter constitutes the acceptance of each Underwriter of the ICMA Agreement Among Managers Version 1/New York Schedule, subject to any amendment notified to the Underwriters in writing at any time prior to the execution of this Agreement. References to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to each of BNP Paribas, Citigroup Global Markets Limited and Xxxxxxx Xxxxx International and references to “Settlement Lead Manager” shall be deemed to refer to BNP Paribas. As applicable to the Underwriters, Clause 3 of the ICMA Agreement Among Managers Version 1/New York Schedule shall be deemed to be deleted in its entirety and replaced with Section 9 hereof.
Agreement Among Underwriters. Execution of this Agreement by the Representatives on their own behalf or on behalf of the Underwriters will constitute acceptance by the Underwriters of the ICMA Agreement Among Managers Version 1 (New York Law Schedule), except that (i) paragraph 3 of the Agreement Among Managers will be deleted in its entirety and replaced with Section 9 of this Agreement and (ii) references in the Agreement Among Managers to the “Lead Manager” shall, save in the case of clause 5 of the Agreement Among Managers, be construed as references to Credit Suisse Securities (Europe) Limited, Barclays Bank PLC and Deutsche Bank AG, London Branch acting jointly and, in the case of clause 5, to Credit Suisse Securities (Europe) Limited; and references to “Settlement Lead Manager” and “Stabilising Manager” shall be construed as references to Credit Suisse Securities (Europe) Limited. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, AON PLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President and Treasurer AON CORPORATION By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Underwriters By CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorised Attorney By BARCLAYS BANK PLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorised Attorney By DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director EXHIBIT A Underwriter Principal Amount of Securities Credit Suisse Securities (Europe) Limited € 140,000,000 Barclays Bank PLC € 100,000,000 Deutsche Bank AG, London Branch € 100,000,000 ING Bank N.V. Belgian Branch € 35,000,000 Natixis € 35,000,000 ANZ Securities, Inc. € 15,000,000 Aon Xxxxxxxx Securities, Inc. € 15,000,000 BMO Capital Markets Corp. € 15,000,000 Commerzbank Aktiengesellschaft € 15,000,000 Lloyds Bank plc € 15,000,000 Xxxxx Fargo Securities, LLC € 15,000,000 Total € 500,000,000 EXHIBIT B
Agreement Among Underwriters. The Underwriters agree as between themselves that they will be bound by and will comply with the International Capital Markets Association Agreement Among Managers Version 1/New York Law Schedule (the “Agreement Among Managers”) as amended herein and further agree that references in the Agreement Among Managers to the “Managers” shall mean the Underwriters, references to “Lead Managers” shall mean the Representatives, references to the “Settlement Lead Manager” shall mean Xxxxxxx Xxxxx & Co. LLC, references to the “Stabilising Manager” shall mean Xxxxxxx Sachs & Co. LLC and references to the “Subscription Agreement” shall mean this Agreement. As applicable to the Underwriters, Clause 3 of the Agreement Among Managers shall be deemed to be deleted in its entirety and replaced with Section 10 of this Agreement.
Agreement Among Underwriters. The Underwriters agree as between themselves that they will be bound by and will comply with the International Capital Markets Association Agreement Among Managers Version 1/New York Law Schedule (the “Agreement Among Managers”) as amended in the manner set out below. For purposes of the Agreement Among Managers, “Managers” means the Underwriters, “Lead Manager” means the Representatives, “Settlement Lead Manager” means Citigroup Global Markets Limited, “Stabilizing Manager” means Citigroup Global Markets Limited and “Subscription Agreement” means this Agreement. Clause 3 of the Agreement Among Managers shall be deleted in its entirety and replaced with Section 9 of this Agreement. Notwithstanding anything contained in the Agreement Among Managers, each Underwriter hereby agrees that the Settlement Lead Manager may allocate such Underwriter’s pro rata share of expenses incurred by the Underwriters in connection with the offering of the Securities to the account of such Underwriters for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date.
Agreement Among Underwriters. The execution of this Agreement by each Underwriter constitutes the acceptance of each Underwriter of the ICMA Agreement Among Managers Version 1/New York Schedule (the “AAM”), subject to any amendment notified to the Underwriters in writing at any time prior to the execution of this Agreement. References to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Managers” shall be deemed to refer to each of the Representatives, references to “Settlement Lead Manager” shall be deemed to refer to J.X. Xxxxxx Securities plc and references to “Subscription Agreement” shall be deemed to refer to this Agreement. As applicable to the Underwriters, Clause 3 of the AAM shall be deemed to be deleted in its entirety and replaced with Section 9 of this Agreement. Each Underwriter agrees severally to pay the portion of the aggregate expenses of the Underwriters represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule II bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Markets Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager (as defined in this Section 18) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date. Where there are any inconsistencies between this Agreement and the AAM, the terms of this Agreement shall prevail. For the avoidance of doubt, this Section 18 purely governs the relationship among the Underwriters and does not affect the relationship in this Agreement between the Companies on one hand and any of the Underwriters on the other hand.
Agreement Among Underwriters. The execution of this Agreement by all parties will constitute the Underwriters’ acceptance of the ICMA Agreement Among Managers Version 1 (Fixed-Price Non-Equity Related Issues)/New York Schedule (the “AAM”) subject to any amendment notified to the Representatives in writing at any time prior to the execution of this Agreement. References to the “Managers” shall be deemed to refer to the Underwriters, references to the “Lead Manager” shall be deemed to refer to each of the Representatives, references to “Settlement Lead Manager” shall be deemed to refer to Mizuho Securities USA LLC and references to “Stabilising Manager” shall be deemed to refer to Mizuho Securities USA LLC. As applicable to the Underwriters, Clause 3 of the AAM shall be deemed to be deleted in its entirety and replaced with Section 8 of this Agreement.
Agreement Among Underwriters. It is further understood that you will act as the Representatives for the Underwriters in the offering and sale of the Shares in accordance with a Master Agreement Among Underwriters entered into by you and the several other Underwriters.
