AGREEMENTS TO ISSUE AND PURCHASE NOTES Sample Clauses

AGREEMENTS TO ISSUE AND PURCHASE NOTES. 2.1 Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. 2.2 Unless otherwise agreed between the parties, on each occasion on which the Issuer and any Dealer agree on the terms of the issue by the Issuer and purchase by the Dealer of one or more Notes: (a) the Issuer shall, except for VPS Notes, cause the Notes, which shall be initially represented by a Temporary Global Note or a Permanent Global Note, as indicated in the applicable Final Terms, to be issued and delivered on the agreed Issue Date to (i) if the Notes are CGNs, a common depositary or (ii) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg on the agreed Issue Date; (b) the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg (as specified by the relevant Lead Manager or the Agent, as the case may be) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and (c) the relevant Dealer or, as the case may be, the relevant Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of the Issuer (in the case of Notes issued on a syndicated basis) or the Agent (in the case of Notes issued on a non- syndicated basis) so that the payment is credited to that account for value on the relevant Issue Date, as described in the Procedures Memorandum. In the case of VPS Notes, the Issuer shall cause such Notes to be created in uncertificated book entry form in the relevant account in Euronext VPS. 2.3 Unless otherwise agreed between the Issuer and the relevant Dealer, where more than one Dealer has agreed with the Issuer to purchase a particular Tranche of Notes under this clause, the obligations of those Dealers shall be joint and several. 2.4 Where the Issuer agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall enter into a Subscription Agreement with those Dealers. The Issuer may also enter into a Subscription Agreement with one Dealer only. For the avoidance of doubt, the Agreement Date in respect of any such issue shall be the date on which the S...
Sample 1Sample 2Sample 3See All (55)
AutoNDA by SimpleDocs
AGREEMENTS TO ISSUE AND PURCHASE NOTES. 11 3. Conditions of Issue, Updating of Legal Opinions.......................13 4.
Sample 1
AGREEMENTS TO ISSUE AND PURCHASE NOTES. 5 3. Conditions of Issue; Updating of Legal Opinions...................................6 4. Representations, Warranties and Undertakings......................................9 5. Undertakings of the Issuer.......................................................12 6. Indemnity........................................................................15 7.
Sample 1
AGREEMENTS TO ISSUE AND PURCHASE NOTES. Subject to the terms and conditions of this Agreement, the Issuer may from time to time agree with any Dealer(s) to issue, and any Dealer(s) may agree to purchase or to procure the purchase of, Notes.
Sample 1
AGREEMENTS TO ISSUE AND PURCHASE NOTES 
Sample 1

Related to AGREEMENTS TO ISSUE AND PURCHASE NOTES

  • Agreements to Sell and Purchase The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $ a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!