Agreement Among Underwriters Clause Samples
The "Agreement Among Underwriters" clause defines the mutual obligations and relationships between the various underwriters participating in a securities offering. It typically outlines how responsibilities, liabilities, and profits are shared among the underwriters, and may specify procedures for decision-making, allocation of securities, and handling of defaults by any party. This clause ensures coordinated action and equitable treatment among underwriters, thereby reducing the risk of disputes and clarifying each party's role in the underwriting process.
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 all parties will constitute the Underwriters’ acceptance 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 ▇.▇. ▇▇▇▇▇▇ Securities plc, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and The Royal Bank of Scotland plc and references to “Settlement Lead Manager” shall be deemed to refer to ▇.▇. ▇▇▇▇▇▇ Securities plc. 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 of this Agreement. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, MOODY’S CORPORATION By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Vice President and General Counsel By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President, Corporate Planning and Treasurer [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 ▇.▇. ▇▇▇▇▇▇ Securities plc By /s/ ▇▇▇▇ ▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 The Royal Bank of Scotland plc By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Citigroup Global Markets Limited By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Mitsubishi UFJ Securities International plc By /s/ An-▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Fifth Third Securities, Inc. By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. By /s/ ▇▇▇▇ ▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Lloyds Bank plc By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 PNC Capital Markets LLC By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 Scotiabank Europe plc By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ [Signature page to the Underwriting Agreement] Accepted: February 27, 2015 The Toronto-Dominon Bank ...
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 ▇.▇. ▇▇▇▇▇▇ Securities plc, “Stabilising Manager” means Deutsche Bank AG, London Branch 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and references to “Settlement Lead Manager” shall be deemed to refer to ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and references to “Settlement Lead Manager” shall be deemed to refer to ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 9 hereof.
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 Barclays Bank 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/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 ▇.▇. ▇▇▇▇▇▇ Securities plc, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and ▇▇▇▇▇ Fargo Securities International Limited and references to “Settlement Lead Manager” shall be deemed to refer to ▇.▇. ▇▇▇▇▇▇ Securities plc. As applicable to the Representatives, 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 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, references to the “Stabilising Manager” shall mean ▇▇▇▇▇▇▇ 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 execution of this Agreement by all parties will constitute the Underwriters’ acceptance 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and NatWest Markets Plc and references to “Settlement Lead Manager” shall be deemed to refer to Citigroup Global Markets Limited. As applicable to the Representatives, 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 8 hereof.
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 ▇.▇. ▇▇▇▇▇▇ 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.