Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]
Appears in 2 contracts
Samples: Metro Information Services (Metro Information Services Inc), Metro Information Services (Metro Information Services Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESADELPHIA BUSINESS SOLUTIONS, INC. By: --------------------------- /s/Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxxxxx Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxxxxx Title: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Vice President and accepted General Counsel Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX XXXXXX X. XXXXX INC. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION XXXXXXX, SACHS & CO. INCORPORATED X.X. XXXXXXXX & COBANC OF AMERICA SECURITIES LLC CIBC WORLD MARKETS CORP. THE XXXXXXXX-XXXXXXXX COMPANYCREDIT LYONNAIS SECURITIES (USA) INC. FIRST UNION SECURITIES, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE named on Schedule I annexed heretohereto By: XXXXXXX XXXXX XXXXXX INC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title:Manageing Director SCHEDULE I ADELPHIA BUSINESS SOLUTIONS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESUnderwriter Number of Firm Shares XXXXXXX XXXXX BARNEY INC....................................... 1,459,050 CREDIT SUISSE FIRST BOSTON CORPORATION......................... 1,459,050 XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION................................................ 1,459,050 XXXXXXX, SACHS & CO............................................ 1,459,050 BANC OF AMERICA SECURITIES LLC................................. 728,450 CIBC WORLD MARKETS CORP........................................ 728,450 CREDIT LYONNAIS SECURITIES (USA) INC........................... 728,450 FIRST UNION SECURITIES, INC. Schedule .................................... 728,450 TOTAL........................................ 8,750,000 SCHEDULE II [Selling Shareholders] METRO INFORMATION SERVICESNone SCHEDULE III SUBSIDIARIES Adelphia Business Solutions, INC. Schedule III [Lock-up Agreement Shareholders]Inc. Adelphia Business Solutions International, Inc. Adelphia Business Solutions International, LLC Adelphia Business Solutions of Alabama, LLC Adelphia Business Solutions of Arkansas, LLC Adelphia Business Solutions of Connecticut, Inc. Adelphia Business Solutions of Delaware, LLC Adelphia Business Solutions of District of Columbia, LLC Adelphia Business Solutions of Florida, Inc. Adelphia Business Solutions of Florida, LLC Adelphia Business Solutions of Jacksonville, Inc. Adelphia Business Solutions of Georgia, LLC Adelphia Business Solutions of Illinois, Inc. Adelphia Business Solutions of Indiana, L.P. Adelphia Business Solutions of Kansas, LLC Adelphia Business Solutions of Kentucky, Inc. Adelphia Business Solutions of Louisiana, Inc. Adelphia Business Solutions of Maine, Inc. Adelphia Business Solutions of Maryland, LLC Adelphia Business Solutions of Massachusetts, Inc. Adelphia Business Solutions of Michigan, Inc. Adelphia Business Solutions of Mississippi, L.P. Adelphia Business Solutions of New Hampshire, Inc. Adelphia Business Solutions of New Jersey, LLC Adelphia Business Solutions of New York, Inc. Adelphia Business Solutions of North Carolina, L.P. Adelphia Business Solutions of Ohio, Inc. Adelphia Business Solutions of Pennsylvania, Inc. Adelphia Business Solutions of Pennsylvania, LLC Adelphia Business Solutions of Harrisburg, Inc. Adelphia Business Solutions of Rhode Island, Inc. Adelphia Business Solutions of South Carolina, Inc. Adelphia Business Solutions of Tennessee, Inc. Adelphia Business Solutions of Texas, L.P. Adelphia Business Solutions of West Virginia, LLC Adelphia Business Solutions of Vermont, Inc. Adelphia Business Solutions of Virginia, LLC Hyperion Communications Capital, Inc. Hyperion Communications General Holdings, Inc. Hyperion Communications Long Haul, L.P. Hyperion Communications of Tennessee, L.P. Hyperion Communications of Eastern New York, Inc. Hyperion Telecommunications, L.L.C. Hyperion Telecommunications of North Carolina, Inc. SCHEDULE IV JOINT VENTURES Allegheny Hyperion Telecommunications, L.L.C. Hyperion Susquehanna Telecommunications PECO Hyperion Telecommunications !nterprise - Hyperion of Vermont Data Communications !nterprise - Hyperion of Virginia Data Communications !nterprise - MediaOne Fiber Technologies d/b/a MediaOne Data Communications !nterprise - MediaOne of Virginia Data Communications
Appears in 2 contracts
Samples: Underwriting Agreement (Adelphia Business Solutions Inc), Underwriting Agreement (Adelphia Communications Corp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York and without reference regard to conflict the conflicts of law principles thereunderthereof. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If [signature page follows] Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Guarantors and the several Underwriters, including the Representatives, all in accordance with its termsInitial Purchasers. Very truly yours, METRO INFORMATION SERVICES, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: AmeriCredit Corp. By /s/ ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: Xxxxx Vice Chairman and Chief Financial Officer AmeriCredit Financial Services, Inc. Americredit Corporation of California By /s/ By /s/ ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxx Xxxxxx Attorney-in-Fact By: X. Xxxxx Vice Chairman and Chief Financial Vice Chairman and Chief Financial Officer Officer AmeriCredit Management Company ACF Investment Corp. By /s/ By /s/ ---------------------------- Xxxxxxxx ---------------------------- Xxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Xxxxx Xxxxxx X. Xxxxx Vice Chairman and accepted Chief Financial Vice Chairman and Chief Financial Officer Officer AmeriCredit Financial Services of Canada Ltd. By /s/ ---------------------------- Xxxxxx X. Xxxxx Chief Financial Officer Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX Xxxxxxx Xxxxx Xxxxxx Inc. Bear, Xxxxxxx & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. Co. Inc. ING Baring Xxxxxx Xxxx LLC By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Xxxxxxx Xxxxx Barney Inc. By /s/ -------------------------------- Name: Title SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESAmeriCredit Corp. Principal Amount Initial Purchaser of Notes ----------------- -------- Xxxxxxx Xxxxx Xxxxxx Inc.................................................... $120,000,000 Bear, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxxxx & Co. Inc..................................................... $ 60,000,000 ING Baring Xxxxxx Xxxx LLC.................................................. $ 20,000,000 Total.................................................................... $200,000,000 ============
Appears in 1 contract
Samples: Purchase Agreement (Americredit Financial Services of Canada LTD)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. SAFESKIN CORPORATION By: --------------------------- Xxxx X. Xxxx------------------------------- Xxxxxxx Xxxxx Chairman, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx and Chief Executive Officer EACH OF THE SELLING SHAREHOLDERS: SHAREHOLDERS NAMED IN SCHEDULE I HERETO By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact Confirmed as of the date first By: above mentioned on behalf of ---------------------------- Xxxxxx X. Xxxxxxx themselves and the other several Attorney-in-Fact Underwriters named in Schedule II hereto. XXXXX XXXXXX INC. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED As Representatives of the Several Underwriters By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXX XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX -------------------------- Managing Director SCHEDULE I SAFESKIN OFFERING Legal Name of Entity/Individual (State of Organization, Number of Number of if applicable) Firm Shares Additional Shares ------------------------------- ----------- ----------------- Xxxxxx Xxxxx............................ 300,000 50,000 Xxxxxxx Xxxxx........................... 300,000 50,000 Xxxxxxx X. XXXXX & CO. INCORPORATED Acting Xxxxx, Xxxx X. Xxxxx and Xxxxxx X. Xxxx, as Representatives trustees of the several Underwriters Xxxxx Charitable Remainder Unit Trust (including themselves) identified in California)...................... 400,000 Xxxxxxx Xxxxx........................... 200,000 IceJuicy, a California Limited Partnership (California)................ 200,000 Xxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx, as trustees of the Xxxxxxxxx Family Trust for the benefit of Xxxxx Xxxxxxxxx (Florida)............................... 200,000 Xxxxxx Xxxxxxxxx, as trustee of the Xxxx X. Xxxxxxxxx XXXXX Trust (Florida)............................... 31,732 Xxxxxxxxx Family Partnership, Ltd. (Florida)............................... 148,268 Xxxxxxxxx Holdings, Limited (Texas)..... 200,000 North Military, Ltd. (Texas)............ 869,500 JSB Ventures, Ltd. (Texas).............. 178,428 JDB Ventures, Ltd. (Texas).............. 178,428 JNB Ventures, Ltd. (Texas).............. 90,090 Xxxxxx Xxxxxxxxx........................ 83,554 --------- ------- Total............................... 3,200,000 480,000 ========= ======= SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]II
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, AGH GP, AGH LP and the Principal Shareholder, each of the Selling Shareholders Operating Partnership and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESAMERICAN GENERAL HOSPITALITY CORPORATION By ------------------------------------------- Xxxxxx X. Xxxxx Chairman of the Board, Chief Executive Officer and President AMERICAN GENERAL HOSPITALITY OPERATING PARTNERSHIP, L.P. By AGH GP, INC., as general partner By -------------------------------------------- Name: Title: AGH GP, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- By -------------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: ByAGH LP, INC. By -------------------------------------------- Name: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I ---------- hereto. XXXXX XXXXXX X. INC. XXXX XXXXX & CO. XXXX XXXXXX, INCORPORATED X.X. XXXXXXXX & CO. XXXXXXXXXX SECURITIES PRUDENTIAL SECURITIES INCORPORATED THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as As Representatives of the several Several Underwriters (including themselves) identified in By XXXXX XXXXXX INC. By -------------------------------------------- Managing Director SCHEDULE I annexed heretoNumber of Underwriter Firm Shares ----------- ----------- Xxxxx Xxxxxx Inc. Xxxx Xxxxx Xxxx Xxxxxx, Incorporated Xxxxxxxxxx Securities Prudential Securities Incorporated The Xxxxxxxx-Xxxxxxxx Company, Inc. _________ Total . By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES. . . . . . . . . 5,500,000 ========= SCHEDULE 6(f) SUBSIDIARIES State or Other Jurisdiction of Incorporation or Subsidiary Organization/Type of Entity AGH GP, INC. Schedule Inc. Nevada/Corporation AGH LP, Inc. Nevada/Corporation American General Hospitality Operating Delaware/Limited Partnership Partnership, L.P. AGH UPREIT LLC Delaware/Limited Liability Company AGH SECAUCUS LLC Delaware/Limited Liability Company AGH DFW South LLC Delaware/Limited Liability Company 2929 Xxxxxxxx Limited Liability Company Delaware/Limited Liability Company 3100 Glendale Joint Venture Ohio/General Partnership MDV Limited Partnership Texas/Limited Partnership Madison Motel Associates Wisconsin/General Partnership 183 Hotel Associates, Ltd. Texas/Limited Partnership Richmond Williamsburg Associates, Ltd. Texas/Limited Partnership 455 Meadowlands Associates, Ltd. Texas/Limited Partnership DFW South I [Underwriters] METRO INFORMATION SERVICESLimited Partnership Texas/Limited Partnership Lake Buena Vista Partners, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Ltd. Florida/Limited Partnership SCHEDULE 6(n) OPERATIVE DOCUMENTS
Appears in 1 contract
Samples: American General Hospitality Corp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsManagers. Very truly yours, METRO INFORMATION SERVICESHYPERION TELECOMMUNICATIONS, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- /s/ Xxxxxx X. Xxxxxxx Attorney-in-Fact ByName: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Vice President Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Managers named in Schedule I hereto. XXXXX XXXXXX X. INC. CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED NATIONSBANC XXXXXXXXXX SECURITIES LLC As Lead Managers for the Several Managers By: XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in /s/ M.E. Xxxxxxxx Name: Title: Managing Director SCHEDULE I annexed heretoHYPERION TELECOMMUNICATIONS INC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESManager Number of Shares Xxxxx Xxxxxx Inc. Credit Suisse First Boston (Europe) Limited NationsBanc Xxxxxxxxxx Securities LLC ________________ TOTAL SCHEDULE II Xxxxxx X. Xxxxxxxx Xxxxxxx X Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxxxxx X. Xxxxxx SCHEDULE III SUBSIDIARIES SCHEDULE IV JOINT VENTURES EXHIBIT A LIST OF EMPLOYEE PENSION AND BENEFIT PLANS OF HYPERION TELECOMMUNICATIONS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]AND ITS SUBSIDIARIES EXHIBIT B FORM OF OPINION OF XXXXXXXX INGERSOLL
Appears in 1 contract
Samples: Hyperion Telecommunications Inc
Applicable Law; Counterparts. This Underwriting Agreement shall will ---------------------------- be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Underwriting Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Contract Seller and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCGREENPOINT CREDIT CORP. By: --------------------------- /s/ Xxxxxxx X. Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ---------------------------- Name: Xxxx Xxxxxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Senior Vice President Accepted at New York, New York as of the date first above writtenwritten above. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. CREDIT SUISSE FIRST BOSTON CORPORATION (for itself and for the other Underwriters set forth in Schedule I hereto) By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in /s/ Xxxxxxx X'Xxxxxxxx -------------------------- Name: Xxxxxxx X'Xxxxxxxx Title: Director SCHEDULE I annexed heretoAmount of Series 1998-1,Class I A Underwriter Certificates to be Purchased ----------- ---------------------------- Credit Suisse First Boston Corporation $159,326,066 Bear, Xxxxxxx & Co. Inc. 159,324,000 NationsBanc Xxxxxxxxxx Securities LLC 159,324,000 Amount of Series 1998-1,Class II A Underwriter Certificates to be Purchased ----------- ---------------------------- Credit Suisse First Boston Corporation $ 83,250,815 Bear, Xxxxxxx & Co. Inc. 83,249,000 NationsBanc Xxxxxxxxxx Securities LLC 83,249,000 18 SCHEDULE II Registration Statement No. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES333-59731 Base Prospectus dated November 17, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES1998 Prospectus Supplement dated November 17, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]1998
Appears in 1 contract
Samples: Greenpoint Credit Corp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Remainder of this page intentionally left blank. Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyPartnership, the Principal ShareholderOperating Partnership, each of the Selling Shareholders General Partner, Atlas America, REI, Viking and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESATLAS PIPELINE PARTNERS, INC. L.P. By: --------------------------- Xxxx X. XxxxATLAS PIPELINE PARTNERS GP, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- LLC, its General Partner By:_____________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: :___________________________ Title:__________________________ ATLAS PIPELINE PARTNERS GP, LLC By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted :_____________________________ Name:___________________________ Title:__________________________ Confirmed as of the date first above writtenmentioned on behalf of itself and the other several Underwriters named in Schedule I hereto. FRIEDMAN, BILLINGS, XXXXXX X. XXXXX & CO., INC. INCORPORATED X.X. XXXXXXXX McDONALD INVESTMENTS XXXXXXX XXXXXX XXXXXX By: FRIEDMAN, BILLINGS, XXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY., INC. By: XXXXXX _________________________________ Xxxxx X. XXXXX & CO. INCORPORATED Acting Xxxxxxxxx Managing Director For themselves and as Representatives of the other several Underwriters (including themselves) identified in named on Schedule I hereto. SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESAtlas Pipeline Partners, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESL.P. Number of Firm Units Underwriter to be Purchased ----------- --------------- Friedman, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESBillings, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxxx & Co., Inc..................... McDonald Investments Inc., a KeyCorp Company .............
Appears in 1 contract
Samples: Atlas Pipeline Partners Lp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is correctly sets forth our understanding, please indicate your acceptance thereof in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereofspace provided below for that purpose, whereupon it will become this letter and your acceptance shall constitute a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders and the several Underwriters, including the Representatives, all in accordance with its termsbetween us. Very truly yours, METRO INFORMATION SERVICESSCHLOTZSKY'S, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ---------------------------------- Name: Xxxx X. Xxxx THE ----------------------------- Title: ---------------------------- SELLING SHAREHOLDERS: SHAREHOLDERS Named in Schedule II hereto By: ---------------------------- Xxxx X. Xxxx ---------------------------------- (Attorney-in-Fact Fact) By: ---------------------------- Xxxxxx X. Xxxxxxx ---------------------------------- (Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Fact) 37 CONFIRMED as of the date first above writtenmentioned, on behalf of itself and the other several Underwriters named in Schedule I hereto. RAYMXXX XXXEX & XSSOCIATES, INC. MORGXX XXXXXX X. XXXXX & COXOMPANY, INC. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYRAUSXXXX XXXXXX XXXSNES, INC. By: XXXXXX X. XXXXX RAYMXXX XXXEX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoXSSOCIATES, INC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES---------------------------------------- Authorized Representative 38 SCHEDULE I NUMBER OF FIRM NAME SHARES ---- -------- Raymxxx Xxxex & Xssociates, INCInc . Schedule I [Underwriters] METRO INFORMATION SERVICES. . . . . . . . . . . . . . Morgxx Xxxxxx & Xompany, INCInc. . Schedule . . . . . . . . . . . . . . . . Rausxxxx Xxxxxx Xxxsnes, Inc. . . . . . . . . . . . . . . . . . --------- TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,200,000 ========= 39 SCHEDULE II [Number of Firm Maximum Number of Shares to be Sold by Additional Shares to be Name of Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Shareholder Selling Shareholder Sold by Selling Shareholder --------------------------- ------------------- --------------------------- Buxtehude Holding B.V. 289,824 77,594 Getov Holding B.V. 227,468 0 John X. Xxxxxx 87,500 13,125 Jeffxxx X. Xxxxxx 37,500 5,625 Raymxxx X. Xxxxxxxxx 12,208 1,831 Maryxxxx Xxxxxxxx 14,000 0 Georxx xxx Maurxxx Xxx 10,000 0 Larrx xxx Elizxxxxx Xxxxxxx 10,000 0 Waltxx Xxxxxxxx 6,250 0 Richxxx Xxxxxxx 4,000 0 Lawrxxxx Xxxxxx 1,250 0 ------- ------- 700,000 98,175 ======= =======
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ Helaine M. Kaplan -------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSHelaine M. Kaplan Title: President By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By/s/ John C. Griffin -------------------------------------- Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByJohn C. Griffin Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Vice President Confirmed and accepted in New York, New York as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, DEUTSCHE BANK SECURITIES INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto/s/ Helaine M. Kaplan --------------------------------- Name: Helaine M. Kaplan Title: Vice Prxxxxxxx Xx: /x/ Jeffrey E. Paige --------------------------------- Name: Jeffrey E. Paige Title: Vice Prexxxxxx XXXXXXXUP GLOBAL MARKETS INC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, /s/ Angela J. Vleck --------------------------------- Name: Angela J. Vleck Title: Managing Xxxxxxxx XXXMARK SECURITIES INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, By: /s/ Victor Diaso -------------------------------- Name: Victor Diaso Title: Director BXXXXXXX XXXXTAL INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESBy: /s/ Haejin Baek -------------------------------- Name: Haejin Baek Title: Managing Direxxxx XXXX OF AMERICA SECURITIES LLC By: /s/ Stephen Hogue -------------------------------- Name: Stephen Hogue Title: Principal XXXXXXXX XXXITAL MARKETS, INCLLC By: /s/ H. Royer Culp, Jr. -------------------------------- Name: H. Royer Culp, Jr. Title: Vice Pxxxxxxxx Xcknowledged and agreed solely as to Section 12: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Helaine M. Kaplan -------------------------------- Name: Helaine M. Kaplan Title: Vice Prxxxxxxx Xx: /x/ Jeffrey E. Paige -------------------------------- Name: Jeffrey E. Paige Title: Vice Prexxxxxx SCHEDULE I Underwriting Agreement, dated October 23, 2006. Schedule III [LockTitle and Description of Offered Certificates: CD 2006-up Agreement Shareholders]CD3 Commercial Mortgage Pass-Through Certificates Initial Aggregate Principal Initial Class Amount Purchase Pass-Through Designation of Class Price(1) Rate Ratings(2) ----------------- ----------------- ------------- --------------- -------------- Class A-1 $23,000,000 100.248154% 5.454% AAA/Aaa Class A-1D $55,000,000 96.999322% 4.181% AAA/Aaa Class A-2 $338,700,000 100.497581% 5.560% AAA/Aaa Class A-3 $97,400,000 100.495965% 5.607% AAA/Aaa Class A-AB $89,260,000 100.496901% 5.608% AAA/Aaa Class A-4 $127,000,000 100.498612% 5.658% AAA/Aaa Class A-5 $1,412,355,000 100.497986% 5.617% AAA/Aaa Class A-1S $154,970,000 100.499218% 5.614% AAA/Aaa Class A-M $328,240,000 100.497649% 5.648% AAA/Aaa Class A-J $270,800,000 100.496921% 5.688% AAA/Aaa Class A-1A $255,000,000 100.498396% 5.624% AAA/Aaa Class XP $3,504,824,000 2.514657% 0.646% AAA/Aaa Class B $22,321,000 100.494806% 5.728% AA+/Aa1 Class C $53,571,000 100.496933% 5.748% AA/Aa2 Class D $31,249,000 100.493610% 5.787% AA-/Aa3 Class E $22,321,000 100.496843% 5.817% A+/A1 Class F $26,786,000 100.493769% 5.892% A/A2 ------------
Appears in 1 contract
Samples: Underwriting Agreement (CD 2006-Cd3 Mortgage Trust)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Adviser and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. EATON VANCE INSURED MUNICIPAL BOND FUND By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER----------------------------------- Title: EATON VANCE MANAGEMENT Xx: ----------------------------------- NameTitle: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. By: Salomon Smith Barney Inc. AS REPRESENTATIVES OF THE XXXXXXXX-XXXXXXXX COMPANY, SEVERAL UNDERXXXXXXX Xx: XXXXMON SMITH BARNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ------------------------------------- Title: SCHEDULE I annexed heretoNAME OF UNDERWRITERS NUMBER OF SHARES -------------------- ---------------- Salomon Smith Barney Inc. [ ] XXX Xxrburg LLC A.G. Edwards & Sons, Inc. Prudential Securities Incorporated H&R Blxxx Xxxxxxxxl Advisors, Inc. Fahnestock & Co. Inc. Ferris, Baker Watts, Incorporated Janney Montxxxxxx Xxxtt LLC Legg Xxxxx Woxx Xxlxxx, Incorporated McXxxxxx Xxxxxxxxxxx Xxx., a KxxXxrx Xxxxxxx Qxxxx & Reilly, Inc. A FleetBoston Financial Company Raymond James & Associxxxx, Inc. RBC Dain Rauscher, Inc. Ryan, Beck & Xx., XXX XunTrust Capital Markets, Xxx. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESXX Xxxxrhouse Xxxxstxx Xervices, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. Wachovia Securities, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESInc. Wells Fargo Securities, INC. Schedule III [Lock-up Agreement Shareholders]LLC Total 13,000,000
Appears in 1 contract
Samples: Underwriting Agreement (Eaton Vance Insured Municipal Bond Fund)
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State The Commonwealth of Wisconsin without reference Massachusetts applicable to conflict contracts made and to be performed within The Commonwealth of law principles thereunderMassachusetts. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESUNITED NATURAL FOODS, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: By ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Chairman of the Board Each of the Selling Stockholders named in Schedule I hereto By ----------------------------------- Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx By ----------------------------------- Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX XXXXXX X. XXXXX INC. XXXXXXXXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY., INC. By: XXXXXX X. XXXXX XXXXXXXXX, XXXXXXXX & CO. INCORPORATED Acting as COMPANY LLC As Representatives of the several Several Underwriters (including themselves) identified in By XXXXX XXXXXX INC. By -------------------------------------- Managing Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESUNITED NATURAL FOODS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESNumber of Selling Stockholders Additional Shares -------------------- ----------------- Funk Family 1992 Revocable Living Trust 60,000 Triumph-Connecticut Limited Partnership 375,000 ------- Total . . . . . 435,000 ======= SCHEDULE II UNITED NATURAL FOODS, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Number of Underwriter Firm Shares ----------- -----------
Appears in 1 contract
Samples: United Natural Foods Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ___________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: ALLIANCE CAPITAL MANAGEMENT L.P. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact ALLIANCE CAPITAL MANAGEMENT CORPORATION, its general partner By:____________________________ Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX XXXXXX X. INC. AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ___________________________________ Title: Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESName of Underwriters Number of Shares Xxxxxxx Xxxxx Xxxxxx Inc.........540 Shares, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESSeries M 540 Shares, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESSeries T Xxxxxxx Xxxxx, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxxx, Xxxxxx & Xxxxx Incorporated.............270 Shares, Series M 270 Shares, Series T UBS Warburg LLC..................90 Shares, Series M 90 Shares, Series T Total........................900 Shares, Series M 900 Shares Series T
Appears in 1 contract
Samples: Auction Preferred Shares (Alliance New York Municipal Income Fund)
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State of Wisconsin Florida without reference to conflict choice of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and . This Agreement shall be effective when when, but only when, at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If The Company, the Selling Stockholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESDover Downs Entertainment, INC. Inc. By: --------------------------- Xxxx X. Xxxx:_______________________________________________ President and Chief Executive Officer Solely with respect to Sections 6.2 and 8 of this Agreement, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: the Selling Stockholders Named in Schedule II Hereto, Acting Severally By: ---------------------------- Xxxx X. Xxxx :_______________________________________________ Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted CONFIRMED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX X. XXXXXXX XXXXX & COASSOCIATES, INC. INCORPORATED By:___________________________________ Authorized Representative SCHEDULE I Number of Name Firm Shares --------------------------------------------------- --------------- Xxxxxxx Xxxxx & Associates......................... X.X. Xxxxxxxx & Co. ............................... TOTAL ............................................. 2,650,000 -32- SCHEDULE II Schedule of Selling Stockholders Number of Firm Shares Stockholder to be Sold ----------- ----------- Total EXHIBIT A February __, 2000 DOVER DOWNS ENTERTAINMENT, INC. 0000 Xxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 000000 XXXXXXX XXXXX & ASSOCIATES, INC. X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYAs Representatives of the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 RE: DOVER DOWNS ENTERTAINMENT, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselvesTHE "COMPANY") identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]- RESTRICTION ON STOCK ---------------------------------------------------------------------- SALES ----- Dear Sirs:
Appears in 1 contract
Samples: Dover Downs Entertainment Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. By: --------------------------- Xxxx CAPSTONE CAPITAL CORPORATION By:/s/ John X. Xxxx, XxXxxxxxx ------------------------------------- John X. XxXxxxxxx President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Chief Executive Officer Confirmed as of the date first above writtenmentioned. XXXXXX X. SALOXXX XXXXX XXXNXX XXXXX XXXNXX XXX. LEGG XXXOX XXXX XXXKXX, XXCORPORATED MERRXXX XXXCH, PIERCE, FENNXX & COXMITX XXXORPORATED MORGXX XXXNXXX & XO. INCORPORATED X.X. J.C. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INCXO. By: SMITX XXXXXX X. XXXXX & COXXX. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in By/s/ Benjxxxx Xxxxxxx ---------------------------------- Benjxxxx Xxxxxxx Xanaging Director SCHEDULE I annexed heretoCapstone Capital Corporation Underwriter Number of Firm ----------- Shares to be Purchased ---------------------- Smitx Xxxxxx Xxx................................................................. 1,000,000 Legg Xxxox Xxxx Xxxkxx, Xxcorporated..................................................................... 1,000,000 Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated............................... 1,000,000 Morgxx Xxxnxxx & Xo. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESIncorporated................................................ 1,000,000 J.C. Xxxxxxxx & Xo............................................................... 1,000,000 ---------------------- Total 5,000,000 SCHEDULE II CAPSTONE CAPITAL CORPORATION SUBSIDIARIES Capstone Capital of Alabama, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. Capstone Capital of Baytown, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESInc. Capstone Capital of Bonixx Xxx, INC. Schedule III [Lock-up Agreement Shareholders]Inc. Capstone Capital of California, Inc. Capstone Capital of Cape Coral, Inc. Capstone Capital of Las Vegas, Inc. Capstone Capital of Massachusetts, Inc. Capstone Capital of Pennsylvania, Inc. Capstone Capital of Sarasota, Inc. Capstone Capital of Texas, Inc. Capstone Capital of Virginia, Inc. Capstone Capital Properties, Inc. Capstone Capital Senior Housing, Inc. Capstone Acquisition Corporation Capstone of Baytown, Ltd. Capstone of Bonixx Xxx, Ltd. Capstone of Los Angeles, Ltd. Capstone of Cape Coral, Ltd. Capstone of Las Vegas, Ltd. Capstone of Sarasota, Ltd. Capstone Capital of San Antonio, Ltd. Capstone of Virginia Limited Partnership
Appears in 1 contract
Samples: Capstone Capital Corp
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal ShareholderAGH GP, each of the Selling Shareholders AGH LP and the several Operating Partnership and the Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESAMERICAN GENERAL HOSPITALITY CORPORATION By ------------------------------------------------ Printed Name: Xxxxxx X. Xxxxx ------------------------------------- Title: President -------------------------------------------- AMERICAN GENERAL HOSPITALITY OPERATING PARTNERSHIP, L.P. By AGH GP, INC., as general partner By ------------------------------------------------ Printed Name: Xxxxxx X. Xxxxx ------------------------------------- Title: President -------------------------------------------- AGH GP, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- By ------------------------------------------------ Printed Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByXxxxx ------------------------------------- Title: ---------------------------- Xxxxx President -------------------------------------------- AGH LP, INC. By ------------------------------------------------ Printed Name: Xxxxxx X. Xxxxx Attorney-in-Fact By------------------------------------- Title: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted President -------------------------------------------- Confirmed as of the date first above writtenmentioned on behalf of themselves. XXXXX XXXXXX X. INC. XXXX XXXXX & CO. XXXX XXXXXX, INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. ByBy XXXXX XXXXXX INC. By ----------------------------------------------- Printed Name: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Xxxxxxx Xxxxxxxx ------------------------------------ Title: Director ------------------------------------------- SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESNumber of Underwriter Firm Shares ----------- ----------- Xxxxx Xxxxxx Inc. ....................................... 1,416,668 Xxxx Xxxxx Xxxx Xxxxxx, INC. Schedule Incorporated..................... 1,416,666 The Xxxxxxxx-Xxxxxxxx Company, LLC....................... 1,416,666 --------- Total............................ 4,250,000 ========= SCHEDULE II CURRENT HOTELS Holiday Inn Dallas DFW Airport West Courtyard by Marriott Meadowlands Hampton Inn Richmond Airport Hotel Maison de Ville Hilton Hotel-Toledo Holiday Inn Select Dallas DFW Airport South Holiday Inn Select New Orleans Hampton Inn Ocean City International Airport Crowne Plaza Madison Holiday Inn Park Center Plaza Wyndham Albuquerque Airport Hotel Wyndham Airport Hotel San Xxxx Holiday Inn Select Mission Valley Wyndham Hotel Lake Buena Vista Holiday Inn Resort Monterey Hilton Hotel Durham Radisson Hotel Arlington Heights Wyndham Garden Hotel-Marietta Doubletree Guest Suites Hotel Westin Resorts Key Largo Holiday Inn Corporate Center Phoenix Hilton Airport Hotel Grand Rapids Holiday Inn Select Bucks County Marriott Houston West Loop Radisson Twin Towers Xxxxxxx Xxxxxx Hotel Cocoa Beach SCHEDULE 6(f) SUBSIDIARIES State or Other Jurisdiction of Incorporation or Subsidiary Organization/Type of Entity ---------- --------------------------- AGH GP, Inc. Nevada/Corporation AGH LP, Inc. Nevada/Corporation American General Hospitality Operating Delaware/Limited Partnership Partnership, L.P. AGH UPREIT LLC Delaware/Limited Liability Company AGH SECAUCUS LLC Delaware/Limited Liability Company AGH DFW South LLC Delaware/Limited Liability Company AGH 75 Arlington Heights LLC Delaware/Limited Liability Company AGH 2780 Atlanta LLC Delaware/Limited Liability Company 2929 Xxxxxxxx Limited Liability Company Delaware/Limited Liability Company BCHI Acquisition, LLC Delaware/Limited Liability Company 3100 Glendale Joint Venture Ohio/General Partnership MDV Limited Partnership Texas/Limited Partnership Madison Motel Associates Wisconsin/General Partnership 183 Hotel Associates, Ltd. Texas/Limited Partnership Richmond Williamsburg Associates, Ltd. Texas/Limited Partnership 455 Meadowlands Associates, Ltd. Texas/Limited Partnership DFW South I [Underwriters] METRO INFORMATION SERVICESLimited Partnership Texas/Limited Partnership Lake Buena Vista Partners, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESLtd. Florida/Limited Partnership Cocoa Beach Hilton, INC. Schedule III [Lock-up Agreement Shareholders]Ltd. Florida/Limited Partnership 75 Arlington Heights Limited Partnership, Delaware/Limited Partnership L.P. 2780 Atlanta Limited Partnership, L.P. Delaware/Limited Partnership SIGNIFICANT SUBSIDIARIES ------------------------ American General Hospitality Operating Partnership, L.P. AGH GP, Inc. AGH LP, Inc. AGH UPREIT LLC AGH SECAUCUS LLC AGH DFW South LLC AGH 75 Arlington Heights LLC AGH 2780 Atlanta LLC
Appears in 1 contract
Samples: Underwriting Agreement (American General Hospitality Corp)
Applicable Law; Counterparts. This Underwriting Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Underwriting Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Underwriting Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. ADELPHIA COMMUNICATIONS CORPORATION By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ James Brown Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSJames Brown Title: By: ---------------------------- Xxxx X. Xxxx AttorneyVice-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Presidxxx Xxxxxxmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, SALOMON SMITH BARNEY INC. Byon behalf of itself and the other Underwritxxx xxxxxx xx Xxxxxxle I hereto By /s/Christopher Clipper Name: XXXXXX X. XXXXX Christopher Clipper Title:Vice-President SCHEDULE i Number of Additional Shares to be Purchased if Maximum Option is Name of Underwriter Total Number of Firm Shares Excercised ------------------- --------------------------- ---------- Salomon Smith Barney Inc. --------------- --------------- Goldman, Sachs & CO. INCORPORATED Acting as Representatives of the several Underwriters Co. --------------- --------------- Credit Suisse First Boston Corporation --------------- --------------- Donaldson, Lufkin & Jenrette Securities Corporation --------------- --------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated --------------- --------------- Morgan Stanley & Co. Incorporated --------------- --------------- Credit Lyonnais Securities (including themselvesUSA) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Inc. --------------- --------------- NationsBanc Montgomery Securities LLC --------------- --------------- SG Cowen Securities Corporation --------------- --------------- Total __________ __________
Appears in 1 contract
Samples: Adelphia Communications Corp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESSHURGARD STORAGE CENTERS, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- -------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. BANC OF AMERICA SECURITIES LLC MERRXXX XXXCX, XXERXX XXXXXX X. XXXXX & CO. XMITX INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYBANC ONE CAPITAL MARKETS, INC. By: XXXXXX X. XXXXX MORGXX XXXNXXX & COXO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoSALOXXX XXXXX XXXNXX XXX. U.S. BANCORP PIPEX XXXXXXX XXX. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESBANC OF AMERICA SECURITIES LLC By: ---------------------------------------- Name: Title: LIST OF INITIAL PURCHASERS Principal Amount of Securities Initial Purchasers to be Purchased ------------------ ---------------- Banc of America Securities LLC....................................... $ 70,000,000 Merrxxx Xxxch, INCPierxx, Xxnnxx & Xmitx Incorporated.................................... $ 70,000,000 Banc One Capital Markets, Inc........................................ $ 15,000,000 Morgxx Xxxnxxx & Xo. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule Incorporated.................................... $ 15,000,000 Saloxxx Xxxxx Xxxnxx Xxx............................................. $ 15,000,000 U.S. Bancorp Pipex Xxxxxxx Xxx....................................... $ 15,000,000 ------------ Total $200,000,000 ============ 24 SCHEDULE II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule LIST OF PROPERTIES 25 SCHEDULE III [Lock-up Agreement Shareholders]SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF CAPITAL STOCK SCHEDULE IV JOINT VENTURES AND OWNERSHIP INTERESTS THEREIN 27 ANNEX A
Appears in 1 contract
Samples: Shurgard Storage Centers Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsUnderwriter. Very truly yours, METRO INFORMATION SERVICES, INC. SLC STUDENT LOAN TRUST 2006-1 By: --------------------------- Xxxx X. XxxxSLC Student Loan Receivables I, President THE PRINCIPAL SHAREHOLDERInc., as Depositor By: ----------------------------------- /s/ Bradley Svalberg ---------------------------------------- Name: Xxxx X. Xxxx Bradley Svalberg Title: Treaxxxxx THE SELLING SHAREHOLDERS: STUDENT LOAN CORPORATION By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By/s/ Bradley Svalberg ---------------------------------------- Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByBradley Svalberg Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Vice Xxxxxxxxx & Xxxasurer Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYCITIGROUP GLOBAL MARKETS INC., INC. acting on behalf of itself and as Representative of the Underwriters By: XXXXXX X. XXXXX /s/ Hing C. Loi ------------------- Name: Hing C. Loi Title: Xxxxxxxx SCHEDULE A -------------------------------------------------------------------------------------------------------------- PRICE TO UNDERWRITING PROCEEDS TO UNDERWRITER PUBLIC DISCOUNT DEPOSITOR -------------------------------------------------------------------------------------------------------------- Merrill Lynch, Pierce, Citigroup Fenner & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Global Markets Lehman Smith NXXXX Inc. Brothers Inc. Inxxxxxxxxxx -------------------------------------------------------------------------------------------------------------- Class A-1 $123,500,000 $19,000,000 $47,500,000 100% 0.1750% 99.8250% Class A-2 $271,700,000 $41,800,000 $104,500,000 100% 0.1825% 99.8175% Class A-3 $143,650,000 $22,100,000 $55,250,000 100% 0.2020% 99.7980% Class A-4 $293,150,000 $45,100,000 $112,750,000 100% 0.2200% 99.7800% Class A-5 $287,300,000 $44,200,000 $110,500,000 100% 0.2400% 99.7600% Class A-6 $300,950,000 $46,300,000 $115,750,000 100% 0.2500% 99.7500% Class B $43,875,000 $6,750,000 $16,875,000 100% 0.3000% 99.7000% -------------------------------------------------------------------------------------------------------------- Total $1,464,125,000 $225,250,000 $563,125,000 $2,252,500,000 $4,954,770 $2,247,545,230
Appears in 1 contract
Samples: Underwriting Agreement (SLC Student Loan Trust 2006-1)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW PRINCIPLES THEREUNDER. This Agreement may be signed in various counterparts which together shall constitute one and the same instrumentTHIS AGREEMENT MAY BE SIGNED IN VARIOUS COUNTERPARTS WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. THIS AGREEMENT SHALL BE EFFECTIVE WHEN, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party heretoBUT ONLY WHEN, AT LEAST ONE COUNTERPART HEREOF SHALL HAVE BEEN EXECUTED ON BEHALF OF EACH PARTY HERETO. 35 If the foregoing is correctly sets forth our understanding, please indicate your acceptance thereof in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereofspace provided below for that purpose, whereupon it will become this letter and your acceptance shall constitute a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders and the several Underwriters, including the Representatives, all in accordance with its termsbetween us. Very truly yours, METRO INFORMATION SERVICES, INC. MAVERICK TUBE CORPORATION By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted CONFIRMED as of the date first above writtenmentioned, on behalf of itself and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX & ASSOCIATES, INC. XXXXXX X. XXXXX XXXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXXXX XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoASSOCIATES, INC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES--------------------------------- Authorized Representative SCHEDULE I NUMBER OF FIRM NAME SHARES ------------------------------------------------ ------------------ Xxxxxxx Xxxxx & Associates, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. _________ Xxxxxx Xxxxxx & Company, INC. Schedule Inc. _________ TOTAL ========= SCHEDULE II [Selling Shareholders] METRO INFORMATION SERVICESMaverick Investment Corporation, INC. Schedule III [Lock-up Agreement Shareholders]a Delaware corporation Maverick Tube, L.P., a Delaware limited partnership Maverick Tube International, Inc., a Barbados corporation
Appears in 1 contract
Samples: Maverick Tube Corporation
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Advisers and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESNUVEEN QUALITY PREFERRED INCOME FUND 2 By: ___________________________ Title: NUVEEN INSTITUTIONAL ADVISORY CORP. By: _____________________________ Title: SPECTRUM ASSET MANAGEMENT, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER___________________________ Title: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX X. XXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC ADVEST, INC. H&R BLOCK FINANCIAL ADVISORS, INC. XXXXXXXXXX & CO. INC. XXXXXX, XXXXX XXXXX, INCORPORATED X.X. XXXXXXXX XXXXXX XXXXXXXXXX XXXXX LLC XXXX XXXXX XXXX XXXXXX, INCORPORATED MCDONALD INVESTMENTS INC., A KEYCORP COMPANY QUICK & XXXXXX, INC. A FLEETBOSTON FINANCIAL COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX, INC. XXXX, XXXX & CO., LLC SUNTRUST CAPITAL MARKETS, INC. WACHOVIA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC AS REPRESENTATIVES OF THE XXXXXXXX-XXXXXXXX COMPANY, SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: XXXXXX ___________________________________ Name: Xxxxxx X. XXXXX & COXxxx, Xx. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Title: Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]I
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND By: ------------------------------- Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, ------------------------------- Title: Vice President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX X. INC. NUVEEN INVESTMENTS DEUTSCHE BANC ALEX. XXXXX X.X. XXXXXXX & COSONS, INC. PRUDENTIAL SECURITIES INCORPORATED X.X. XXXXXXXX & COUBS WARBURG LLC XXXXXX, XXXXX XXXXX, INCORPORATED FIRST UNION SECURITIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED AS REPRESENTATIVES OF THE XXXXXXXX-XXXXXXXX COMPANY, SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ------------------------------------ Title: Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Name of Underwriter Number of ------------------- Common Shares ------------- Xxxxxxx Xxxxx Xxxxxx Inc. ...................................
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Maryland Dividend Advantage Municipal Fund)
Applicable Law; Counterparts. This Underwriting Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Underwriting Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Contract Seller and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESBANK OF AMERICA, INC. FSB By: --------------------------- Xxxx /s/ Xxxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxxx ------------------------------ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx Xxxxx X. Xxxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Assistant Treasurer Accepted at New York, New York as of the date first above writtenwritten above. XXXXXX XXXXXXX & CO., INCORPORATED, for itself and the other Underwriters named on Schedule I hereto By: /s/ Xxxxxx X. XXXXX Xxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxx ------------------------------- Title: Principal ------------------------------ SCHEDULE I Amount of Series 1997-1, Class A-1 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY$12,750,000 BANCAMERICA SECURITIES, INC. By: $12,750,000 Amount of Series 1997-1, Class A-2 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX X. XXXXX XXXXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES$9,000,000 BANCAMERICA SECURITIES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES$9,000,000 Amount of Series 1997-1, Class A-3 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $10,250,000 BANCAMERICA SECURITIES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES$10,250,000 Amount of Series 1997-1, Class A-4 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $14,750,000 BANCAMERICA SECURITIES, INC. Schedule III [Lock$14,750,000 Amount of Series 1997-up Agreement Shareholders]1, Class A-5 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $7,150,000 BANCAMERICA SECURITIES, INC. $7,150,000 Amount of Series 1997-1, Class A-6 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $7,750,000 BANCAMERICA SECURITIES, INC. $7,750,000 Amount of Series 1997-1, Class A-7 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $19,650,000 BANCAMERICA SECURITIES, INC. $19,650,000 Amount of Series 1997-1, Class A-8 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $13,000,000 BANCAMERICA SECURITIES, INC. $13,000,000 Amount of Series 1997-1, Class A-9 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $13,772,500 BANCAMERICA SECURITIES, INC. $13,772,500 Amount of Series 1997-1, Class M Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $11,135,000 BANCAMERICA SECURITIES, INC. $11,135,000 Amount of Series 1997-1, Class B-1 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $7,860,000 BANCAMERICA SECURITIES, INC. $7,860,000 SCHEDULE II Registration Statement No. 333-3200 Base Prospectus dated June 4, 1996 Prospectus Supplement dated July 31, 1997 Title of Certificates Manufactured Housing Contract Trust Senior/Subordinate Pass-Through Certificates, Series 1997-1 Amount of Offered Certificates (approximate; subject to a variance of +/- 5%): Class A-1 Certificates $25,500,000 Class A-2 Certificates $18,000,000 Class A-3 Certificates $20,500,000 Class A-4 Certificates $29,500,000 Class A-5 Certificates $14,300,000 Class A-6 Certificates $15,500,000 Class A-7 Certificates $39,300,000 Class A-8 Certificates $26,000,000 Class A-9 Certificates $27,545,000 Class M Certificates $22,270,000 Class B-1 Certificates $15,720,000 Pass-Through Rate: Class A-1 Certificates 5.91% Class A-2 Certificates 6.015% Class A-3 Certificates 6.06% Class A-4 Certificates 6.195% Class A-5 Certificates 6.265% Class A-6 Certificates 6.34% Class A-7 Certificates 6.58% Class A-8 Certificates 6.725% Class A-9 Certificates 7.015% Class M Certificates 6.80% Class B-1 Certificates 6.94% Purchase Price Percentage: Class A-1 Certificates 99.861875% (plus accrued interest) Class A-2 Certificates 99.834375% (plus accrued interest) Class A-3 Certificates 99.809375% (plus accrued interest) Class A-4 Certificates 99.800000% (plus accrued interest) Class A-5 Certificates 99.718750% (plus accrued interest)
Appears in 1 contract
Samples: Bankamerica Manufactured Housing Contract (Bank of America FSB/Ca)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Advisers and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, XXXXXXXXX XXXXXX INCOME OPPORTUNITY FUND INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ Xxxxxx Xxxxx -------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxx Xxxxx Title: Vice President XXXXXXXXX XXXXXX MANAGEMENT INC. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact /s/ Xxxxxx Xxxxx -------------------------------- Name: Xxxxxx Xxxxx Title: Senior Vice President XXXXXXXXX XXXXXX, LLC By: ---------------------------- /s/ Xxxxxx X. Xxxxxxx Attorney-in-Fact ByXxxxx -------------------------------- Name: ---------------------------- Xxxxxx Xxxxx X. Xxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Senior Vice President Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, PIERCE, XXXXXX X. & XXXXX & CO. INCORPORATED X.X. ADVEST, INC XXXXXX XXXXXXXXXX XXXXX LLC XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXX, XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INCORPORATED AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: CITIGROUP GLOBAL MARKETS INC. By: XXXXXX /s/ Xxxxxx X. XXXXX & COXxxx, Xx. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in -------------------------------- Name: Xxxxxx X. Xxxx, Xx. Title: Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESNUMBER OF NAME OF UNDERWRITER COMMON SHARES ------------------- ------------- Citigroup Global Markets Inc. 1,116,667 Xxxxxxx Lynch, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESPierce, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESXxxxxx & Xxxxx Incorporated 1,000,000 Advest, INC. Schedule III [Lock-up Agreement Shareholders]Inc. 1,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 1,000,000 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 1,000,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 1,000,000 Xxxxxx X. Xxxxx & Co. Incorporated 875,000 BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx 875,000 Xxxxxxx, Xxxxxx & Co. 875,000 Xxxxxxxxxx & Co. Inc. 875,000 McDonald Investments Inc., A KeyCorp Company 875,000 Xxxxxx Xxxxxx & Company, Inc. 875,000 TD Waterhouse Investor Services, Inc. 875,000 U.S. Bancorp Xxxxx Xxxxxxx Inc. 875,000 Wachovia Securities, LLC 875,000 Wedbush Xxxxxx Securities Inc. 875,000 X.X. Xxxxxxxx & Co. Inc. 400,000 Quick & Xxxxxx, Inc., A Fleet Boston Financial Company 400,000 Doft & Co., Inc. 125,000 Gilford Securities Incorporated 125,000 Xxxxxxxx, Lemon & Co. Incorporated 125,000 Maxim Group LLC 125,000 Xxxxxxx Xxxxxx Xxxxxx 125,000 Sands Brothers & Co., Ltd. 125,000 Xxxxxxxx Inc. 125,000 X.X. Xxxxx & Co., Inc. 125,000 -------------------------------------------------------------------------------- TOTAL 16,666,667
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Income Opportunity Fund Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York and without reference regard to conflict the conflicts of law principles thereunderthereof. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Subsidiary Guarantors and the several Underwriters, including the Representatives, all in accordance with its termsInitial Purchasers. Very truly yours, METRO INFORMATION SERVICESAVIATION SALES COMPANY By: _____________________________ Name: Title: AVIATION SALES OPERATING COMPANY By: _____________________________ Name: Title: AVIATION SALES BEARINGS COMPANY By: _____________________________ Name: Title: AVIATION SALES LEASING COMPANY By: _____________________________ Name: Title: AVIATION SALES MANUFACTURING & REPAIR COMPANY By: _____________________________ Name: Title: AVIATION SALES FINANCE COMPANY By: _____________________________ Name: Title: AEROCELL STRUCTURES, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- _____________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: AVS\XXXXX-XXXXX MACHINE COMPANY By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact _____________________________ Name: Title: APEX MANUFACTURING INC. By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By_____________________________ Name: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above writtenSALOMON BROTHERS INC BT ALEX. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYCITICORP SECURITIES, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SALOMON BROTHERS INC By: __________________________ Managing Director SCHEDULE I annexed heretoNAME OF COMPANY PRINCIPAL AMOUNT INITIAL PURCHASER OF SENIOR SUBORDINATED ----------------- ---------------------- NOTES ----- Salomon Brothers Inc $82,500,000 BT Alex. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxx Incorporated $57,750,000 Citicorp Securities Inc. $24,750,000
Appears in 1 contract
Samples: Aviation Sales Co
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, _____________________________ Title: Vice President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX X. INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC FIRST UNION SECURITIES, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED XXXXXXX XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. Associates, Inc. AS REPRESENTATIVES OF THE XXXXXXXX-XXXXXXXX COMPANY, SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ___________________________________ Title: Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESName of Underwriters Number of Common Shares -------------------- ----------------------- Xxxxxxx Xxxxx Xxxxxx Inc. __________ Nuveen Investments __________ X.X. Xxxxxxx & Sons, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. __________ Prudential Securities Incorporated __________ UBS Warburg LLC __________ First Union Securities, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESInc. __________ Xxxx Xxxxx Xxxx Xxxxxx, INC. Schedule III [Lock-up Agreement Shareholders]Incorporated __________ Xxxxxxx Xxxxx & Associates, Inc. Total ____________
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Virginia Dividend Advantage Municipal Fund 2)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York (including Section 5-1401 of the General Obligations Law, but otherwise without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof). Nelnet Funding hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Nelnet Funding and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESNELNET STUDENT LOAN FUNDING, INC. LLC By: --------------------------- Xxxx Nelnet Student Loan Management Corporation, as Manager and Special Member By: /s/ Xxxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxx ------------------------------------ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact ByXxxxxx Title: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted CFO Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYBANC OF AMERICA SECURITIES LLC, INC. acting on behalf of itself and as Representative of the Underwriters By: XXXXXX /s/ Xxxxxxxxxxx X. XXXXX & CO. INCORPORATED Acting Xxxxx ------------------------------ Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director CREDIT SUISSE FIRST BOSTON LLC, acting on behalf of itself and as Representatives Representative of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES/s/ Xxxx X. Xxxxxxxxx ------------------------------------------------------------ Name: Xxxx X. Xxxxxxxxx Title: Director SCHEDULE A ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- Banc of Credit Barclays Xxxxxxx Xxxxx, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESXX SunTrust America Suisse Capital, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESXxxxxx, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxxx & Americas Capital Securities First Inc. Xxxxx Incorporated Securities, Markets, Notes LLC Boston LLC LLC Inc. TOTAL ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- Class A-1 $67,320,000 $67,320,000 $13,090,000 $13,090,000 $13,090,000 $13,090,000 $187,000,000 ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- Class A-2 $108,000,000 $108,000,000 $21,000,000 $21,000,000 $21,000,000 $21,000,000 $300,000,000 ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- Class A-3 $51,120,000 $51,120,000 $9,940,000 $9,940,000 $9,940,000 $9,940,000 $142,000,000 ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- Class A-4 $87,840,000 $87,840,000 $17,080,000 $17,080,000 $17,080,000 $17,080,000 $244,000,000 ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- Class A-5 $128,160,000 $128,160,000 $24,920,000 $24,920,000 $24,920,000 $24,920,000 $356,000,000 ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- Class B $13,680,000 $13,680,000 $2,660,000 $2,660,000 $2,660,000 $2,660,000 $38,000,000 ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- Total $456,120,000 $456,120,000 $88,690,000 $88,690,000 $88,690,000 $88,690,000 $1,267,000,000 ----------- -------------- ------------ ------------- ------------------- ------------ ------------ ---------------- SCHEDULE B TERMS OF THE NOTES
Appears in 1 contract
Samples: Nelnet Student Loan Trust 2005-1
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. Nelnet Funding hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Nelnet Funding and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESNELNET STUDENT LOAN FUNDING, INC. LLC By: --------------------------- Xxxx X. XxxxNelnet Student Loan Management Corporation, President THE PRINCIPAL SHAREHOLDERas Manager and Special Member By: ----------------------------------- /s/ Jeffrey R. Noordhoek ------------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSJeffrey R. Noordhoek Title: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Vice Xxxxxxxxx Xxxxxxxed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYBANC OF AMERICA SECURITIES LLC, INC. acting on behalf of itself and as Representative of the Underwriters By: XXXXXX X. XXXXX & CO. INCORPORATED Acting /s/ E. Scott Kaysen -------------------------------------- Name: E. Xxxxx Xxxxxx Title: Principal DEUTSCHE BANK SECURITIES INC., acxxxx xx xxxxlf of itself and as Representatives Representative of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES/s/ Peter J. Cerwin -------------------------------------- Name: Xxxxx X. Xxxxxx Title: Director By: /s/ Elton Wells -------------------------------------- Name: Eltox Xxxxx Title: Vice President SCHEDULE A ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- Merrill Lynch, INCPierce, Fenner & Banc of America Deutsche Bank Mellon Finanxxxx Smith RBC Dain Notes Securities LLC Securities Inx. Schedule I [Underwriters] METRO INFORMATION SERVICESMarkets, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]LLC Incorporated Rauscher Inc. TOTAL ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- Class A-1 $66,666,667 $66,666,667 $22,222,222 $22,222,222 $22,222,222 $200,000,000 ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- Class A-2 $111,666,667 $111,666,667 $37,222,222 $37,222,222 $37,222,222 $335,000,000 ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- Class A-3 $53,333,333 $53,333,333 $17,777,778 $17,777,778 $17,777,778 $160,000,000 ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- Class A-4 $82,000,000 $82,000,000 $27,333,333 $27,333,333 $27,333,333 $246,000,000 ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- Class A-5 $124,433,333 $124,433,333 $41,477,778 $41,477,778 $41,477,778 $373,300,000 ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- Class B $13,566,667 $13,566,667 $4,522,222 $4,522,222 $4,522,222 $40,700,000 ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- Total $451,666,667 $451,666,667 $150,555,555 $150,555,555 $150,555,555 $1,355,000,000 ------------ ----------------- ---------------- ----------------- ----------------- ---------------- ---------------- SCHEDULE B TERMS OF THE NOTES
Appears in 1 contract
Samples: Nelnet Student Loan Funding LLC
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal ShareholderPartnership, each of the Selling Shareholders Trust and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESEQUITY INNS, INC. By: --------------------------- Xxxx /s/ Xxxxxx X. Xxxx, Silver --------------------------------------- Xxxxxx X. Silver President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: and Chief Operating Officer EQUITY INNS TRUST By: ---------------------------- Xxxx /s/ Xxxxxx X. Xxxx Attorney-in-Fact Silver --------------------------------------- Xxxxxx X. Silver President and Chief Operating Officer EQUITY INNS PARTNERSHIP, L.P. By: ---------------------------- EQUITY INNS TRUST General Partner By: /s/ Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Silver --------------------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Silver President and accepted Chief Operating Officer Confirmed as of the date first above writtenmentioned. XXXXXX Friedman, Billings, Xxxxxx & Co., Inc. X.X. Xxxxxxx & Sons, Inc. BB&T Capital Markets, a division of Xxxxx Xxxxxxxxxxxx, Inc. Xxxxxx, Xxxxxxxx & Company Incorporated By: Friedman, Billings, Xxxxxx & Co., Inc. /s/ Xxxxx X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYXxxxxxxxx ----------------------------------------------------- Xxxxx X. Xxxxxxxxx Senior Managing Director SCHEDULE A-1 EQUITY INNS, INC. By: XXXXXX X. XXXXX NUMBER OF UNDERWRITER SHARES Friedman, Billings, Xxxxxx & CO. INCORPORATED Acting as Representatives Co., Inc. 1,350,000 X.X. Xxxxxxx & Sons, Inc. 660,000 BB&T Capital Markets, a Division of the several Underwriters (including themselves) identified in Xxxxx & Xxxxxxxxxxxx, Inc. 495,000 Xxxxxx, Xxxxxxxx & Company Incorporated 495,000 Total 3,000,000 SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESA-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESJURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- --------------- -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, INC. Schedule Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 96.8% owned by the Trust; approximately 3.2% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Tennessee 100% owned by the Trust
Appears in 1 contract
Samples: Equity Inns Inc
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several U.S. Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. NOVA CORPORATION By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: ------------------------------------ Chairman of the Board Each of the Selling Stockholders named in Schedule I hereto By: ---------------------------- Xxxx X. Xxxx ------------------------------------ Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx ------------------------------------ Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule II hereto. XXXXX XXXXXX X. INC. BT ALEX. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, LLC As Representatives of the Several U.S. Underwriters By: XXXXX XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ------------------------------------ Managing Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule NOVA CORPORATION Part A--C Firm Shares --------------------- Number of Selling Stockholders Firm Shares -------------------- ----------- _________ _________ Total..................... ========= Part B--C Additional Shares --------------------------- Number of Selling Stockholders Additional Shares -------------------- ----------------- _________ _________ Total..................... ========= SCHEDULE II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]NOVA CORPORATION
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Partnership, the Operating Company, the Principal ShareholderGeneral Partner, each of the Selling Shareholders Old Services, Holdings and Rudey Timber Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION U.S. TIMBERLANDS COMPANY, L.P. By: NEW SERVICES, INC. L.L.C. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ---------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: U.S. TIMBERLANDS KLAMATH FALLS, L.L.C. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact NEW SERVICES, L.L.C. By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ---------------------- Name: Title: NEW SERVICES, L.L.C. By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact ---------------------- Name: Title: U.S. TIMBERLANDS SERVICES COMPANY, L.L.C. By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact ---------------------- Name: Title: U.S. TIMBERLANDS HOLDINGS, L.L.C. By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted ---------------------- Name: Title: RUDEY TIMBER COMPANY, L.L.C. By: ---------------------- Name: Title: Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXX XXXXXX X. INC. DEUTSCHE XXXXXX XXXXXXXX INC. X.X. XXXXXXX & SONS, INC. PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED As Representatives of the Several Underwriters By: XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ------------------------------------ Managing Director SCHEDULE I annexed hereto. By: U.S. Timberlands Company, L.P. Number of Firm Units Underwriter to be Purchased ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]-------------------- Xxxxx Xxxxxx Inc.................... Deutsche Xxxxxx Xxxxxxxx Inc........
Appears in 1 contract
Samples: U S Timberlands Co Lp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. Nelnet Funding hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Nelnet Funding and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESNELNET STUDENT LOAN FUNDING, INC. LLC By: --------------------------- Xxxx X. XxxxNELnet, President THE PRINCIPAL SHAREHOLDERInc., as Manager By: ----------------------------------- /S/ JEFFREY R. NOORDHOEK --------------------------------- Name: Jeffrey R. Noordhoek Titlx: Xxxxxx Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Xxxxxdent Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYBANC OF AMERICA SECURITIES LLC, INC. acting on behalf of itself and as Representative of the Underwriters By: XXXXXX /S/ CHRISTOPHER G. CRONK ----------------------------- Name: Christopher X. Xxxxx Xxxxx: Principal J.P. MORGAN SECURITIES INC., xxxxxx xx xxxxxx of itself and as Represxxxxxxxx xx the Underwriters By: /S/ ANTHONY HERMANN ------------------------ Name: Anthony Hermann Title: Xxxx Xxxxxdent SCHEDULE A ------------ --------------- ---------------- ------------------ ---------------- ----------------- --------------- Notes Banc of America J.P. Morgan Mellon Financial Salomon Smith UBS Warburg LLC XXXXX & CO. INCORPORATED Acting as Representatives Securities LXX Xxxxxxxxxs Inc. Markets, LLC Barney Inc. ------------ --------------- ---------------- ------------------ ---------------- ----------------- --------------- Class A-1 $83,000,000 $83,000,000 $83,000,000 $83,000,000 $83,000,000 $415,000,000 ------------ --------------- ---------------- ------------------ ---------------- ----------------- --------------- Class A-2 $117,000,000 $117,000,000 $117,000,000 $117,000,000 $117,000,000 $585,000,000 ------------ --------------- ---------------- ------------------ ---------------- ----------------- --------------- Class B $7,254,000 $7,254,000 $7,254,000 $7,254,000 $7,254,000 $36,270,000 ------------ --------------- ---------------- ------------------ ---------------- ----------------- --------------- Terms of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESNotes Class Interest Rate Final Maturity Date Price to Public Underwriting Discount Proceeds to Issuer ----- ------------- ------------------- --------------- --------------------- ------------------ 2002 A-1 3-month LIBOR plus 0.04% May 25, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES2011 100% 0.20% $414,170,000 2002 A-2 3-month LIBOR plus 0.17% May 25, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES2027 100% 0.27% $583,420,500 2002 B 3-month LIBOR plus 0.55% August 25, INC. Schedule III [Lock-up Agreement Shareholders]2032 100% 0.50% $36,088,650 TOTAL $1,033,679,150
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Partnership, the Company, the Principal ShareholderManager, each of the Selling Shareholders Finance Corp., Old Services and Holdings and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION U.S. TIMBERLANDS COMPANY, L.P. By: NEW SERVICES, INC. L.L.C. By: --------------------------- /s/ Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxx ----------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxx Title: Managing Director U.S. TIMBERLANDS KLAMATH FALLS, L.L.C. By: ---------------------------- /s/ Xxxx X. Xxxxx ---------------------------- Name: Xxxx Attorney-in-Fact X. Xxxxx Title: Managing Director NEW SERVICES, L.L.C. By: /s/ Xxxx X. Xxxxx ---------------------------- Xxxxxx Name: Xxxx X. Xxxxxxx Attorney-in-Fact Xxxxx Title: Managing Director U.S. TIMBERLANDS FINANCE CORP. By: ---------------------------- Xxxxx /s/ Xxxx X. Xxxxx Attorney-in-Fact ---------------------------- Name: Xxxx X. Xxxxx Title: Chairman U.S. TIMBERLANDS SERVICES COMPANY, L.L.C. By: /s/ Xxxx X. Xxxxx ---------------------------- Xxxxxx Name: Xxxx X. Xxxxxx Attorney-in-Fact Xxxxx Title: Managing Director U.S. TIMBERLANDS HOLDINGS, L.L.C. By: /s/ Xxxx X. Xxxxx ---------------------------- Xxxxxxxx Name: Xxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Xxxxx Title: Managing Director Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXX XXXXXX X. XXXXX & COINC. INCORPORATED X.X. BANCAMERICA XXXXXXXXX XXXXXXXX & CO. THE XXXXXXXX-DEUTSCHE XXXXXX XXXXXXXX COMPANY, INC. By: XXXXX XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoINC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES/s/ Xxxxxx Xxxxxx ------------------------- Managing Director SCHEDULE I U.S. Timberlands Klamath Falls, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]L.L.C. U.S. Timberlands Finance Corp. Principal Amount of Notes Underwriter to be Purchased ----------- --------------- Xxxxx Xxxxxx Inc. $112,500,000 BancAmerica Xxxxxxxxx Xxxxxxxx 67,500,000 Deutsche Xxxxxx Xxxxxxxx Inc. 45,000,000 TOTAL $225,000,000 ============
Appears in 1 contract
Samples: Conformed (U S Timberlands Co Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If [END OF AGREEMENT - SIGNATURE PAGE FOLLOWS] Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyFund, the Principal ShareholderInvestment Manager, each of the Selling Shareholders Sub-Adviser and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, REAL ESTATE INCOME FUND INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ____________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: CITI FUND MANAGEMENT INC. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact ____________________________ Name: Title: AEW MANAGEMENT AND ADVISORS, L.P. By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact AEW Investment Group Inc., its General Partner By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By___________________________ Name: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. Xxxxxxx Xxxxx Xxxxxx Inc. Xxxx Xxxxx Xxxx Xxxxxx, Incorporated Xxxxx Fargo Securities, LLC Advest, Inc. H&R Block Financial Advisors, Inc. McDonald Investments Inc., a KeyCorp Company Wedbush Xxxxxx Securities, Inc. As Representatives of the Underwriters By: XXXXXXX XXXXX XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By:_____________________________ Name: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESReal Estate Income Fund Inc. Underwriter Number of Shares ----------- ---------------- Xxxxxxx Xxxxx Barney Inc. ......................... [ ] Xxxx Xxxxx Xxxx Xxxxxx, INC. Schedule I [UnderwritersIncorporated .............. [ ] METRO INFORMATION SERVICESXxxxx Fargo Securities, INC. Schedule II [Selling ShareholdersLLC ....................... [ ] METRO INFORMATION SERVICESAdvest, INC. Schedule III [Lock-up Agreement ShareholdersInc. ...................................... [ ] H&R Block Financial Advisors, Inc. ................ [ ] McDonald Investments Inc., a KeyCorp Company ...... [ ] Wedbush Xxxxxx Securities, Inc. ................... [ ]
Appears in 1 contract
Samples: Real Estate Income Fund Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Plains Parties and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESPLAINS ALL AMERICAN PIPELINE, INC. L.P. By: PLAINS AAP, L.P. its General Partner By: PLAINS ALL AMERICAN GP LLC its General Partner By:/s/ Xxxx Xxxxxx --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS AAP, L.P. By: ---------------------------- PLAINS ALL AMERICAN GP LLC its General Partner By:/s/ Xxxx X. Xxxxxx --------------------------- Name: Xxxx Attorney-in-Fact Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS ALL AMERICAN GP LLC By:/s/ Xxxx Xxxxxx --------------------------- Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING, L.P. By: ---------------------------- PLAINS MARKETING GP INC. its General Partner By:/s/ Xxxx Xxxxxx X. Xxxxxxx Attorney-in-Fact --------------------------- Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer ALL AMERICAN PIPELINE, L.P. By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact ByPLAINS MARKETING GP INC. its General Partner By:/s/ Xxxx Xxxxxx --------------------------- Name: ---------------------------- Xxxx Xxxxxx X. Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING GP INC. By:/s/ Xxxx Xxxxxx Attorney-in-Fact By--------------------------- Name: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Xxxxxx Title: Executive Vice President and accepted Chief Financial Officer Confirmed as of the date first above writtenwritten on behalf of the Underwriters named in Schedule I hereto. XXXXXX X. XXXXX Xxxxxxx Xxxxx Xxxxxx Inc. UBS Warburg LLC X.X. Xxxxxxx & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYSons, INC. Inc. First Union Securities, Inc. Xxxx Xxxxxxxx Incorporated By: XXXXXX X. XXXXX Xxxxxxx Xxxxx Barney Inc. By /s/ Xxxx Xxxxxx ------------------------------- Name: Xxxx Xxxxxx Title: Director SCHEDULE I Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased ----------- --------------------- Xxxxxxx Xxxxx Xxxxxx Inc................................ 1,350,000 UBS Warburg LLC......................................... 1,350,000 X.X. Xxxxxxx & CO. INCORPORATED Acting as Representatives Sons, Inc................................ 675,000 First Union Securities, Inc............................. 675,000 Xxxx Xxxxxxxx Incorporated.............................. 450,000 --------- Total 4,500,000 ========= EXHIBIT A Form of Exhibit A to Opinions in Sections 8(c) and (f) Entity Jurisdiction in which registered or qualified ------ --------------------------------------------- Plains All American Pipeline, L.P. Texas Plains AAP, L.P. Texas Plains All American GP LLC Texas Plains Marketing GP Inc. California, Colorado, Illinois, Kansas, Louisiana, Mississippi, New Mexico Oklahoma, Texas, Wyoming Plains Marketing, L.P. California, Colorado, Illinois, Kansas, Louisiana, Mississippi, New Mexico Oklahoma, Texas All American Pipeline, L.P. California, Colorado, Illinois, Louisiana, Mississippi, New Mexico, Oklahoma, Wyoming Plains Marketing Canada LLC None PMC (Nova Scotia) Company Alberta, British Columbia, Saskatchewan, Manitoba, Ontario Plains Marketing Canada, L.P. British Columbia, Saskatchewan, Manitoba, Ontario EXHIBIT B [Letterhead of officer, director or holder of Common Units] Plains All American Pipeline, L.P. Public Offering of Common Units ------------------------------- Xxxxxxx Xxxxx Barney Inc. UBS Warburg LLC X.X. Xxxxxxx & Sons, Inc. First Union Securities, Inc. Xxxx Xxxxxxxx Incorporated c/o Xxxxxxx Xxxxx Xxxxxx Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") among Plains All American Pipeline, L.P., a Delaware limited partnership (the "Partnership"), Plains AAP, L.P., Plains All American GP LLC, Plains Marketing GP Inc., Plains Marketing, L.P., All American Pipeline, L.P., Xxxxxxx Xxxxx Barney Inc., UBS Warburg LLC, X.X. Xxxxxxx & Sons, Inc., First Union Securities, Inc. and Xxxx Xxxxxxxx Incorporated, relating to an underwritten public offering of common units representing limited partner interests (the "Common Units") of the several Underwriters Partnership. To induce you to enter into the Underwriting Agreement, the undersigned agrees that, except for sales of Common Units (including themselvesas defined in the Underwriting Agreement) identified the proceeds from which will be used to pay tax liabilities associated with the vesting of Common Units under (i) the Performance Option Plan of Plains AAP, L.P. and Plains All American GP LLC, (ii) Phantom Units granted to certain former employees of Plains Resources or (iii) the Plains All American GP LLC 1998 Long-Term Incentive Plan, he or she will not offer, sell, contract to sell or otherwise dispose of any Common Units or any securities (other than Subordinated Units (as defined in SCHEDULE I annexed heretothe Underwriting Agreement)) that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units for a period of 90 days after the date of the Final Prospectus (as defined in the Underwriting Agreement) without the prior written consent of Xxxxxxx Xxxxx Xxxxxx Inc. If for any reason the Underwriting Agreement is terminated before the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESYours very truly, INC. Schedule I [UnderwritersSignature of officer, director or common Xxxxxxxxxx] METRO INFORMATION SERVICES[Name and address of officer, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholdersdirector or common Xxxxxxxxxx]
Appears in 1 contract
Samples: Plains All American Pipeline Lp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsUnderwriter. Very truly yours, METRO INFORMATION SERVICES, INC. SLC STUDENT LOAN TRUST 200_-_ By: --------------------------- Xxxx X. Xxxx________________________, President THE PRINCIPAL SHAREHOLDERas Owner Trustee By: ----------------------------------- __________________________ Name: Xxxx X. Xxxx ________________________ Title: _______________________ THE SELLING SHAREHOLDERS: STUDENT LOAN CORPORATION By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By__________________________ Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By________________________ Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted _______________________ Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYCITIGROUP GLOBAL MARKETS INC., INC. acting on behalf of itself and as Representative of the Underwriters By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in _____________________________ Name: ___________________________ Title ___________________________ SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]A ----------------- --------------------------------------------- ---------------------- --------------------- ----------------------- NOTES UNDERWRITER PRICE TO PUBLIC UNDERWRITING PROCEEDS TO DISCOUNT ISSUER ----------------- ----------------------- --------------------- ---------------------- --------------------- ----------------------- Citigroup Global ___________ Markets Inc. ___________ ___________ ----------------- ----------------------- --------------------- ---------------------- --------------------- ----------------------- Class A-__ $___________ $__________ 100% _____% $___________ ----------------- ----------------------- --------------------- ---------------------- --------------------- ----------------------- Class A-__ $___________ $__________ 100% _____% $___________ ----------------- ----------------------- --------------------- ---------------------- --------------------- ----------------------- Class A-__ $___________ $__________ 100% _____% $___________ ----------------- ----------------------- --------------------- ---------------------- --------------------- ----------------------- Class B $___________ $__________ 100% _____% $___________ ----------------- ----------------------- --------------------- ---------------------- --------------------- ----------------------- Total $___________ $__________ 100% _____% $___________ ----------------- ----------------------- --------------------- ---------------------- --------------------- -----------------------
Appears in 1 contract
Samples: Underwriting Agreement (SLC Student Loan Receivables I Inc)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict of law principles thereunderagreements made and to be performed entirely in said State. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and . No amendment of any provision of this Agreement shall be effective when at least one counterpart hereof shall have been executed unless it is in writing and signed by or on behalf of each party the parties hereto. 35 EXECUTION VERSION If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Wachovia and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESWACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. By: --------------------------- Xxxx /s/ XXXXXXX X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- XXXXXX Name: Xxxx Xxxxxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxx Title: Managing Director WACHOVIA BANK, NATIONAL ASSOCIATION By: ---------------------------- Xxxx /s/ XXXXXXX X. Xxxx Attorney-in-Fact ByXXXXXXXX Name: ---------------------------- Xxxxxx Xxxxxxx X. Xxxxxxx Attorney-in-Fact ByXxxxxxxx Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 Managing Director EXECUTION VERSION The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. WACHOVIA CAPITAL MARKETS, LLC By: /s/ XxXXXXXXX X. XXXXXXX Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President COUNTRYWIDE SECURITIES CORPORATION By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Executive Vice President CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director ABN AMRO INCORPORATED By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: VP and Associate General Counsel CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director [Signature Page to Underwriting Agreement] XXXXXXX, XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. /s/ XXXXXXX, XXXXX & COCo. Name: Title: EXECUTION VERSION EXHIBIT A Computational Materials WBCMT 2005-C17 Class A-1 Yield Table [LOGO] Price Yield 100-03 4.3323 100-04 4.3194 100-05 4.3066 100-06 4.2937 100-07 4.2809 100-08 4.2681 100-09 4.2553 100-10 4.2424 100-11 4.2296 100-12 4.2168 100-13 4.2040 WAL 2.65001 Mod Dum 2.422 Payment Window Apr05-Oct09 CMT_3MO 3.663 CMT_6MO 3.663 CMT_2YR 3.663 CMT_3YR 3.852 CMT_5YR 4.119 CMT_10YR 4.462 CMT_30YR 4.753 Prepay 0 CPY Default 0 CDR Loss Severity 0% Servicer Advances 100% Liquidation Lag 0 Optional Redemption Call(N) Swap Curve Mat 2YR 3YR 4YR 5YR 6YR 7YR 8YR 9YR 10YR Yld .4175 .4410 .4490 .4275 .45 .4575 .4606 .4513 .4410 Investors should read the Underwriters’ Statement which accompanies these Computational Materials. INCORPORATED Acting as Representatives Prospective investors are advised to carefully read, and should rely solely on, the final prospectus and prospectus supplement (collectively, the “Final Prospectus”) relating to the certificates referred to herein (the “Offered Certificates”) in making their investment decision. These Computational Materials have been based upon the assumptions described above, which most likely will not represent the actual experience of the several Underwriters (including themselves) identified Mortgage Pool in the future. No representation is made herein as to the actual rate or timing of principal payments or prepayments on any of the underlying Mortgage Loans in the Mortgage Pool or the actual performance characteristics of the Offered Certificates. Prior to making any investment decision, a prospective investor should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED CERTIFICATES. EXHIBIT B Term Sheets [Form 8-K filed by the Registrant on March 8, 2005, relating to a structural and collateral term sheet is hereby incorporated by reference.] [Form 8-K filed by the Registrant on March 18, 2005, relating to a structural and collateral term sheet is hereby incorporated by reference.] EXECUTION VERSION SCHEDULE I annexed heretoUnderwriting Agreement dated March 18, 2005: As used in this Schedule I, the term “Registration Statement” refers to registration statement No. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES333-120922 filed by the Company on Form S-3 and declared effective on December 1, INC2004. Schedule I [Underwriters] METRO INFORMATION SERVICESThe term “Base Prospectus” refers to the form of prospectus in the Registration Statement or such later form as most recently filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, INCas amended. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESThe term “Prospectus Supplement” refers to the supplement dated March 18, INC. Schedule III [Lock-up 2005, to the Base Prospectus, relating to the mortgage pass through certificates being sold pursuant to the Underwriting Agreement Shareholders](the “Underwritten Certificates”).
Appears in 1 contract
Samples: Underwriting Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Applicable Law; Counterparts. This Agreement shall be governed by ---------------------------- and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsManagers. Very truly yours, METRO INFORMATION SERVICESHYPERION TELECOMMUNICATIONS, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ----------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Managers named in Schedule I hereto. XXXXX XXXXXX X. INC. CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED NATIONSBANC XXXXXXXXXX SECURITIES LLC As Lead Managers for the Several Managers By: XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ----------------------------------------- Name: Title: SCHEDULE I annexed heretoHYPERION TELECOMMUNICATIONS INC. By: Manager Number of Shares ------- ---------------- Xxxxx Xxxxxx Inc. Credit Suisse First Boston (Europe) Limited NationsBanc Xxxxxxxxxx Securities LLC ________________ TOTAL SCHEDULE II Xxxxxx X. Xxxxxxxx Xxxxxxx X Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxxxxx X. Xxxxxx SCHEDULE III ------------ SUBSIDIARIES ------------ SCHEDULE IV ------------ JOINT VENTURES -------------- EXHIBIT A --------- LIST OF EMPLOYEE PENSION AND BENEFIT ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESPLANS OF HYPERION TELECOMMUNICATIONS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]------------------------------------------ AND ITS SUBSIDIARIES -------------------- EXHIBIT B --------- FORM OF OPINION OF XXXXXXXX INGERSOLL -------------------------------------
Appears in 1 contract
Samples: Hyperion Telecommunications Inc
Applicable Law; Counterparts. This Agreement shall be ---------------------------- governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESXXXX, XXXXXX & ASSOCIATES, INC. By: --------------------------- Xxxx ___________________________________________________ Xxxxxx X. XxxxXxxxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx Chief Executive Officer THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx ___________________________________________________ Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx ___________________________________________________ Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. [___________________________] By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I Schedule II annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES:_________________________________________________ Authorized Representative XXXX, XXXXXX & ASSOCIATES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESNumber of Firm Number of Optional Shares Shares ------ ------ The Company _________ _________ The Selling Shareholders:. XXXX, XXXXXX & ASSOCIATES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Name of Underwriter Number of Firm -------------------- Shares to be Purchased ------------ Xxxxxx X. Xxxxx & Co. Incorporated........................
Appears in 1 contract
Samples: Hall Kinion & Associates Inc
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCCWCAPITAL COMMERCIAL FUNDING CORP. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ Robert Restrick ------------------------------------- Name: Robert Restrick Title: Senxxx Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Xxxxxxent Confirmed and accepted in New York, New York as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYWACHOVIA CAPITAL MARKETS, INC. LLC By: XXXXXX /s/ H. Royer Culp, Jr. ------------------------------------- Name: X. XXXXX & COXxxxx Xxxx, Jr. Title: Vice President CITIGROUP GLOBAL MARKETS XXX. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Xy: /x/ Angela J. Vleck ------------------------------------- Name: Angxxx X. Xxxxx Title: Managing Director DEUTSCHE BANK SECURITIES XXX. Xx: /x/ Helaine M. Kaplan ------------------------------------- Name: Hxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Mary Brundage ------------------------------------- Name: Mary Xxxxxxxx Xitle: Director Acknowledged and Agreed with respxxx xx Xxxxion 12 hereof: CWCAPITAL LLC By: /s/ Paul A. Sherrington ------------------------------------- Name: Xxxx X. Xxxxxxxxxxn Title: Senior Vice President Assistaxx Xxxxxxx Xxxxxxx SCHEDULE I annexed heretoUnderwriting Agreement, dated December 6, 2006. ByTitle and Description of Offered Certificates: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESCWCapital Commercial Funding Corp., INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [LockCommercial Mortgage Pass-up Agreement Shareholders]Through Certificates Series 2006-C1 Initial Aggregate Class Principal Amount Purchase Initial Pass- Designation of Class Price(1) Through Rate Ratings(2) ---------------- ------------------- ------------- ---------------- -------------- Class A-1 $47,257,000 99.9980% 5.0430% AAA/AAA Class A-2 $358,727,000 100.4959% 5.1740% AAA/AAA Class A-AB $137,993,000 100.4996% 5.2230% AAA/AAA Class A-3 $102,115,000 100.4954% 5.3110% AAA/AAA Class A-4 $734,613,000 100.4977% 5.2230% AAA/AAA Class A-1A $400,908,000 100.4945% 5.1990% AAA/AAA Class IO $2,469,093,000 5.2471% 0.7400% AAA/AAA Class A-M $254,516,000 100.4950% 5.2540% AAA/AAA Class A-J $209,976,000 100.4931% 5.2890% AAA/AAA Class B $50,903,000 100.4967% 5.3590% AA/AA Class C $28,633,000 100.4929% 5.3980% AA-/AA- Class D $34,996,000 100.4969% 5.4380% A/A
Appears in 1 contract
Samples: Underwriting Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin Illinois without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. CUNO INCORPORATED By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- ---------------------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 Xxxxxx, Senior Vice President and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX XXXXXXX, XXXXX & CO. THE XXXXXXXX-XXXXXX GULL XXXXXXX & XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE Schedule I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. ------------------------------------------- Authorized Representative 29 Cuno Incorporated Schedule I [Underwriters] METRO INFORMATION SERVICES---------- Number of Firm Shares to Name of Underwriter be Purchased ------------------- -------------- Xxxxxx X. Xxxxx & Co. Incorporated........................... Xxxxxxx, INC. Sachs & Co.......................................... Xxxxxx Gull Xxxxxxx & XxXxxxxx Inc........................... --------- Total 2,000,000 Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. ----------- CUNO Incorporated Pension Plan CUNO Incorporated Pension Plan for Organized Employees Pension Plan for Salaried Employees of CUNO Incorporated CUNO Incorporated Savings and Retirement Plan Voluntary Accident Insurance Plan for Employees at CUNO Incorporated Health Plan for Employees of CUNO Incorporated CUNO Incorporated Flex Choice Plan Travel Accident Plan of CUNO Incorporated Life and Accident Plan of CUNO Incorporated Long Term Disability Plan of CUNO Incorporated CUNO Incorporated Salaried Employees Severance Pay Plan Schedule III [Lock-up Agreement Shareholders]------------ Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx Xxxx X. Xxxxxx Xxxxxx X. XxXxxxxxx C. Xxxxxx Xxxxxxx Xxxx X. Xxxxxx Xxxxx X. Xxxxx Xxxx X. Xxxxxx
Appears in 1 contract
Samples: Cuno Incorporated (Cuno Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsInitial Purchasers. Very truly yours, METRO INFORMATION SERVICES, HEALTHSOUTH CORPORATION By --------------------------- Chief Financial Officer XXXXX XXXXXX INC. By: --------------------------- Xxxx X. XxxxBEAR, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above writtenXXXXXXX & CO. INC. XXXXX & COMPANY CREDIT SUISSE FIRST BOSTON CORPORATION X.X. XXXXXX SECURITIES INC. XXXXXX X. XXXXX XXXXXXX & CO. INCORPORATED NATIONSBANC XXXXXXXXXX SECURITIES LLC PAINEWEBBER INCORPORATED By XXXXX XXXXXX INC. By -------------------------- Managing Director -28- SCHEDULE I ---------- HEALTHSOUTH CORPORATION Principal Amount Initial Purchasers of Firm Debentures ------------------ ------------------ Xxxxx Xxxxxx Inc. $459,750,000 Bear, Xxxxxxx & Co. Inc. 5,750,000 Xxxxx & Company 5,750,000 Credit Suisse First Boston Corporation 5,750,000 X.X. XXXXXXXX Xxxxxx Securities Inc. 5,750,000 Xxxxxx Xxxxxxx & Co. Incorporated 5,750,000 NationsBanc Xxxxxxxxxx Securities LLC 5,750,000 PaineWebber Incorporated 5,750,000 ------------ Total $500,000,000 REGISTRATION RIGHTS AGREEMENT Dated as of March 17, 1998 relating to $500,000,000 Aggregate Principal Amount of 3.25% Convertible Subordinated Debentures due 2003 by and among HEALTHSOUTH CORPORATION and XXXXX XXXXXX INC., BEAR, XXXXXXX & CO. THE XXXXXXXX-XXXXXXXX INC., XXXXX & COMPANY, CREDIT SUISSE FIRST BOSTON CORPORATION, X.X. XXXXXX SECURITIES INC. By: ., XXXXXX X. XXXXX XXXXXXX & CO. INCORPORATED, NATIONSBANC XXXXXXXXXX SECURITIES LLC PAINEWEBBER INCORPORATED Acting THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as Representatives of March 17, 1998 by and among HEALTHSOUTH CORPORATION, a Delaware corporation (the "Company") and XXXXX XXXXXX INC., BEAR, XXXXXXX & CO. INC., XXXXX & COMPANY, CREDIT SUISSE FIRST BOSTON CORPORATION, X.X. XXXXXX SECURITIES INC., XXXXXX XXXXXXX & CO. INCORPORATED, NATIONSBANC XXXXXXXXXX SECURITIES LLC, and PAINEWEBBER INCORPORATED (together, the "Initial Purchasers"), who have purchased $500,000,000 aggregate principal amount of 3.25% Convertible Subordinated Debentures due 2003 (the "Debentures") of the several Underwriters Company pursuant to the Purchase Agreement (including themselves) identified as defined below). This Agreement is made pursuant to a Purchase Agreement, dated March 17, 1998 (the "Purchase Agreement"), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in SCHEDULE I annexed heretothis Agreement. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INCThe execution and delivery of this Agreement is a condition to closing under the Purchase Agreement. Schedule I [Underwriters] METRO INFORMATION SERVICES, INCAll defined terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined herein). Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]The parties hereby agree as follows:
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Advisers and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, NEUBERGER BERMAN INCOME OPPORTUNXXX XXXX IXX. By: --------------------------- Name: Title: NEUBERGER BERMAN MANAGEMENT INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: NEUBERGER BERMAN, LLC By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By--------------------------- Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. XXXXX By: CITIGROUP GLOBAL MARKETS INC. ADVEST, INC JANNEY MONTGOMERY SCOTT LLC XXXX XXXXN WOOD WALKER, INCORPORXXXX STIFEL, NICOLAUS & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INCOXXXXXXXX [Insert additional underwriters] AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: CITIGROUP GLOBAL MARKETS INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ----------------------------------- Name: Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESNUMBER OF NAME OF UNDERWRITER COMMON SHARES ------------------- ------------- Citigroup Global Markets Inc............................. Advest, INC. Schedule I Inc. Janney Montgomery Scott LLC Legx Xxxxn Xxxx Xxxxxx, Xxcorporxxxx Xxxxxx, Xixxxxxx & Company, Incoxxxxxxxx [UnderwritersXxxxxt additional underwriters] METRO INFORMATION SERVICES, INC. Schedule II Total.............................................. ___________ EXHIBIT A [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement ShareholdersTO BE INSERTED]
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Income Opportunity Fund Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESLAMALIE ASSOCIATES, INC. By: --------------------------- Xxxx ----------------------------------------- Robexx X. XxxxXxxxxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx Xxesident and Chief Executive Officer THE SELLING SHAREHOLDERSSTOCKHOLDERS: By: ---------------------------- Xxxx ----------------------------------------- Jack X. Xxxx AttorneyXxxxxxx, Xxtorney-in-Fact By: ---------------------------- Xxxxxx ----------------------------------------- Philxx X. Xxxxxxx AttorneyXxxxxxxx, Xxtorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX ROBEXX X. XXXXX & COXO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXXROBIXXXX-XXXXXXXX COMPANYXXXPANY, INC. J.C. XXXXXXXX & XO. By: XXXXXX ROBEXX X. XXXXX & COXO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I Schedule II annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES---------------------------------------------- C. Chrix Xxxxxxx, Xxnaging Director LAMALIE ASSOCIATES, INC. Schedule SCHEDULE I [Underwriters] METRO INFORMATION SERVICESNUMBER OF FIRM NUMBER OF OPTIONAL SHARES SHARES ------ ------ The Company __________ __________ The Selling Stockholders: LAMALIE ASSOCIATES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]SCHEDULE II
Appears in 1 contract
Samples: Lamalie Associates Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 By: --------------------------- Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDERTitle: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Managing Director Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC Advest, Inc. H&R Block Financial Advisors, Inc. Xxxxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxx Xxxxx & Associates, Inc. Xxxx, Xxxx & Co., LLC Wachovia Securities, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, BARNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ----------------------------------- Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESName of Underwriters Number of Common Shares -------------------- ----------------------- Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X. X. Xxxxxxx & Sons, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. Prudential Securities Incorporated UBS Warburg LLC Advest, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESInc. H&R Block Financial Advisors, INC. Schedule III [Lock-up Agreement Shareholders]Inc. Xxxxxxxxxx & Co. Inc. Xxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxxx Xxxxx & Associates, Inc. Xxxx, Xxxx & Co., LLC Wachovia Securities, Inc.
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Connecticut Dividend Advantage Municipal Fund 3)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If In all dealings with the Company under this Agreement, you shall act on behalf of each of the several Managers, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement made or given by you jointly or by Xxxxx Xxxxxx Inc. on behalf of you. Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several Underwriters, including the Representatives, all in accordance with its termsManagers. Very truly yours, METRO INFORMATION NATIONAL EQUIPMENT SERVICES, INC. By: --------------------------- Xxxx X. Xxxx, By --------------------------------- President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By --------------------------------- By --------------------------------- Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Managers named in Schedule II hereto. XXXXXXX XXXXX BARNEY INTERNATIONAL XXXXX XXXXXX X. INC. XXXXXXX XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, L.L.C. CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED XXXXXXXXX, LUFKIN & XXXXXXXX INTERNATIONAL NATIONSBANC XXXXXXXXXX SECURITIES LLC As Lead Managers of the Several Managers By XXXXX XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ---------------------------- Managing Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION NATIONAL EQUIPMENT SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders].
Appears in 1 contract
Samples: Underwriting Agreement (National Equipment Services Inc)
Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsInitial Purchasers. Very truly yours, METRO INFORMATION SERVICESAMETEK, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. XXXXXXX XXXXX XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. XXXXXXX BROTHERS INC By: XXXXXX X. SALOMON BROTHERS INC By: --------------------------- Name: Title: BANCAMERICA XXXXXXXXX XXXXXXXX By: --------------------------- Name: Title: BT ALEX. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in By: --------------------------- Name: Title: SCHEDULE I annexed hereto---------- Principal Amount of Notes Initial Purchasers to be Purchased ------------------ --------------- Salomon Brothers Inc............................................ $157,500,000 BancAmerica Xxxxxxxxx Xxxxxxxx.................................. 45,000,000 BT Alex. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I Xxxxx Incorporated..................................... 22,500,000 ------------ Total $225,000,000 SCHEDULE II ----------- SUBSIDIARIES ------------ JURISDICTION OF OWNED BY AND INCORPORATION/ NAME PERCENTAGE OWNED ORGANIZATION ------ ---------------- --------------- EXHIBIT A TO PURCHASE AGREEMENT [UnderwritersForm of Registration Rights Agreement] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]EXHIBIT B TO PURCHASE AGREEMENT Form of Opinion of Stroock Stroock & Xxxxx LLP
Appears in 1 contract
Samples: Purchase Agreement (Ametek Inc/)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If [End of text] Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyTrust, the Principal Shareholder, each of the Selling Shareholders Advisor and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESCOLONIAL INSURED MUNICIPAL FUND By: /s/ Stepxxx X. Xxxxxx ------------------------------------ COLONIAL MANAGEMENT ASSOCIATES, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx /s/ Stepxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted ------------------------------------ Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. SALOXXX XXXXX XXXNEY INC. A.G. XXXXXXX & COXONS, INC. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, PAINX XXXBXX XXXORPORATED As Representatives of the Several Underwriters By: SALOXXX XXXXX XXXNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in /s/ Robexx Xxxx --------------------------- Director SCHEDULE I annexed heretoCOLONIAL INSURED MUNICIPAL FUND Number of Underwriter Firm Shares ----------- ----------- Saloxxx Xxxxx Xxxney Inc. ..................................... 419,000 A.G. Xxxxxxx & Xons, Inc....................................... 418,500 Painx Xxxbxx Xxxorporated...................................... 418,500 Advest, Inc.................................................... 418,500 J.C. Xxxxxxxx & Xo............................................. 418,500 Morgxx Xxxxxx & Xompany, Inc................................... 418,500 The Robixxxx-Xxxxxxxx Xxxpany LLC.............................. 418,500 Bear, Steaxxx & Xo. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESInc........................................ 45,000 CIBC Oppexxxxxxx Xx............................................ 45,000 Robexx X. Xxxxx & Xo. Incorporated............................. 30,000 Willxxx Xxxxx & Xompany, INCL.L.C................................. 30,000 Crowxxx, Xxxxxx & Xo........................................... 30,000 Dain Ranscher Wessxxx, x division of Dain Xxxxxxxx Xxxorporated....................................... 30,000 First Albany Corporation....................................... 30,000 Fahnxxxxxx & Xo. Schedule I [Underwriters] METRO INFORMATION SERVICESInc........................................... 30,000 Fifth Third Bank............................................... 30,000 First Southwest Company........................................ 30,000 First Union Capital Markets.................................... 30,000 J.J.B. Hillxxxx, INCX.L. Xxxxx, Xxc............................... 30,000 Huntleigh Securities Corporation............................... 30,000 Jannxx Xxxtxxxxxx Xxxxx XXX.................................... 30,000 Josexxxxxx Xxxx & Xo. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESInc...................................... 30,000 JW Genesis Capital Markets LLC................................. 30,000 Kirkpatrick, INCPettis, Smith, Polian, Inc........................ 30,000 Legg Xxxox Xxxx Xxxkxx, Xxcorporated........................... 30,000 Number of Underwriter Firm Shares ----------- ----------- McDoxxxx Xxxestments Inc., a KeyCorp Company.................... 30,000 NorCity Investments, Inc........................................ 30,000 Southwest Securities, Inc....................................... 30,000 Stifxx, Xxxxxxxx & Xompany, Incorporated........................ 30,000 Sutro & Co. Incorporated........................................ 30,000 Tuckxx Xxxxxx................................................... 30,000 U.S. Bancorp Pipex Xxxxxxx Xxx.................................. 30,000 Wachovia Securities, Inc........................................ 30,000 H.C. Xxxxxxxxxx & Xo. Schedule III [Lock-up Agreement Shareholders]Inc....................................... 30,000 Wedbush Morgxx Xxxurities....................................... 30,000 --------- Total........................................................... 3,800,000 =========
Appears in 1 contract
Samples: Underwriting Agreement (Colonial Insured Municipal Fund)
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN INSURED DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, _____________________________ Title: Vice President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX X. XXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXXXXX & CO. INCORPORATED X.X. XXXXXXXX INC. FIRST UNION SECURITIES, INC. GRUNTAL & CO., L.L.C. XXXXXX XXXXXXXXXX XXXXX LLC XXXX XXXXX XXXX XXXXXX, INCORPORATED MCDONALD INVESTMENTS INC., A KEYCORP COMPANY XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX, INC. SUNTRUST CAPITAL MARKET, INC. XXXXX FARGO SECURITIES, LLC AS REPRESENTATIVES OF THE XXXXXXXX-XXXXXXXX COMPANY, SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ___________________________________ Title: 34 SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Name of Underwriters Number of Common Shares -------------------- -----------------------
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Insured Dividend Advantage Municipal Fund)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York (including Section 5-1401 of the General Obligations Law, but otherwise without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof). Nelnet Funding hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Nelnet Funding and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESNELNET STUDENT LOAN FUNDING, INC. LLC By: --------------------------- Xxxx Nelnet Student Loan Management Corporation, as Manager and Special Member By: /s/ Xxxxxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxxxxx ------------------------------------------- Name: Xxxx Xxxxxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxxxxx Title: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Senior Vice President Confirmed as of the date first above writtenmentioned. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx ------------------------------- Name: Xxxx Xxxxx Title: X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx X. XXXXX Xxxxx ------------------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President XXXXXX XXXXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX /s/ Xxxxx Xxxx ------------------------------- Name: Xxxxx Xxxx Title: Managing Director SCHEDULE A ----------- ---------------- ---------------- ------------------ --------------- Citigroup Global X.X. Xxxxxx Xxxxxx Xxxxxxx Notes Markets Inc. Securities Inc. & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Co. Incorporated TOTAL ----------- ---------------- ---------------- ------------------ --------------- Class A-1 $126,670,000 $126,660,000 $126,670,000 $ 380,000,000 ----------- ---------------- ---------------- ------------------ --------------- Class A-2 $172,000,000 $172,000,000 $172,000,000 $ 516,000,000 ----------- ---------------- ---------------- ------------------ --------------- Class A-3 $ 98,000,000 $ 98,000,000 $ 98,000,000 $ 294,000,000 ----------- ---------------- ---------------- ------------------ --------------- Class A-4 $104,420,000 $104,410,000 $104,420,000 $ 313,250,000 ----------- ---------------- ---------------- ------------------ --------------- Class A-5 $152,330,000 $152,340,000 $152,330,000 $ 457,000,000 ----------- ---------------- ---------------- ------------------ --------------- Class B $ 20,212,000 $ 20,202,000 $ 20,212,000 $ 60,626,000 ----------- ---------------- ---------------- ------------------ --------------- Total $673,632,000 $673,612,000 $673,632,000 $2,020,876,000 ----------- ---------------- ---------------- ------------------ --------------- SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESB TERMS OF THE NOTES ------------ -------------------------- ------------------- --------------- --------------------- ------------------ Class Interest Rate Final Maturity Date Price to Public Underwriting Discount Proceeds to Issuer ------------ -------------------------- ------------------- --------------- --------------------- ------------------ 2004-4 A-1 3-month LIBOR minus 0.01% April 25, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES2011 100% 0.16% $380,000,000 ------------ -------------------------- ------------------- --------------- --------------------- ------------------ 2004-4 A-2 3-month LIBOR plus 0.02% April 26, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES2016 100% 0.18% $516,000,000 ------------ -------------------------- ------------------- --------------- --------------------- ------------------ 2004-4 A-3 3-month LIBOR plus 0.09% October 25, INC. Schedule III [Lock2016 100% 0.20% $294,000,000 ------------ -------------------------- ------------------- --------------- --------------------- ------------------ 2004-up Agreement Shareholders]4 A-4 3-month LIBOR plus 0.13% April 26, 2021 100% 0.23% $313,250,000 ------------ -------------------------- ------------------- --------------- --------------------- ------------------ 2004-4 A-5 3-month LIBOR plus 0.16% January 26, 2037 100% 0.26% $457,000,000 ------------ -------------------------- ------------------- --------------- --------------------- ------------------ 2004-4 B 3-month LIBOR plus 0.30% January 25, 2041 100% 0.33% $ 60,626,000 ------------ -------------------------- ------------------- --------------- --------------------- ------------------ TOTAL $2,020,876,000 ------------ -------------------------- ------------------- --------------- --------------------- ------------------
Appears in 1 contract
Samples: Nelnet Student Loan Funding LLC
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin Illinois without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESDURA AUTOMOTIVE SYSTEMS CAPITAL TRUST By: DURA AUTOMOTIVE SYSTEMS, INC., as Sponsor By: ____________________________ Name:_______________________ Title:________________________ DURA AUTOMOTIVE SYSTEMS, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- :______________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: :_______________________ Title:________________________ DURA OPERATING CORP. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 :______________________________ Name:_______________________ Title:________________________ The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, By: ___________________________________ Its: ___________________________________ XXXXX XXXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ___________________________________ Its: ___________________________________ DURA AUTOMOTIVE SYSTEMS CAPITAL TRUST SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]NUMBER OF FIRM PREFERRED SECURITIES NAME OF UNDERWRITER TO BE PURCAHSED ------------------- -------------------- _______ ________ Total ________
Appears in 1 contract
Samples: Dura Automotive Systems Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderTHIS AGREEMENT SHALL BE GOVERNED BY ----------------------------- AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK . This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. XXXXXXXX CORPORATION By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXX XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as SALOMON BROTHERS INC As Representatives of the several Several Underwriters (including themselves) identified in By XXXXX XXXXXX INC. By __________________________ Name: Title: By SALOMON BROTHERS INC By __________________________ Name: Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule XXXXXXXX CORPORATION Number of Underwriter Firm Shares ----------- ----------- Xxxxx Xxxxxx Inc. .................................. Salomon Brothers Inc ............................... ___________ Total .................. 1,500,000 SCHEDULE II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]SIGNIFICANT SUBSIDIARIES OF XXXXXXXX CORPORATION
Appears in 1 contract
Applicable Law; Counterparts. This Underwriting Agreement shall will be ---------------------------- governed by and construed in accordance with the internal laws of the State of Wisconsin [______] without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Underwriting Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the CompanyContract Seller, the Principal Shareholder, each of the Selling Shareholders Issuer and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. GREENPOINT CREDIT LLC By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- :_____________________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: [________________________], as Issuer By:_____________________________________ Name: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Accepted at [New York, New York] as of the date first above writtenwritten above. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY[UNDERWRITER], INC. for itself and the other Underwriters named on Schedule I hereto By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in :_________________________________ Name:_______________________________ Title:______________________________ SCHEDULE I annexed heretoAmount of Series 200[]-[], Class [__] Notes to Underwriter be Purchased ----------- ------------ [UNDERWRITER] $[] Amount of Series 200[]-[], Class [__] Notes to Underwriter be Purchased ----------- ------------ [UNDERWRITER] $[] Amount of Series 200[]-[], Class [__] Notes to Underwriter be Purchased ----------- ------------ [UNDERWRITER] $[] SCHEDULE II Registration Statement No. By333-[_____] Base Prospectus dated [Date] Prospectus Supplement dated [Date] Title of Notes Manufactured Housing Contract Senior/Subordinate Pass-Through Notes, Series 200[]-[] Amount of Offered Notes (approximate; subject to a variance of +/- 5%): Class [___] Notes $[] Class [___] Notes $[] Class [___] Notes $[] Interest Rate: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INCClass [___] Notes []% Class [___] Notes []%* Class [___] Notes []%* * Subject to a maximum rate as described in the Indenture. Schedule I Purchase Price Percentage: Class [Underwriters___] METRO INFORMATION SERVICES, INC. Schedule II Notes [Selling Shareholders]% (plus accrued interest) Class [___] METRO INFORMATION SERVICES, INC. Schedule III Notes [Lock-up Agreement Shareholders]% (plus accrued interest) Class [___] Notes []% (plus accrued interest)
Appears in 1 contract
Samples: Greenpoint Credit LLC
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. Nelnet Funding hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Nelnet Funding and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESNELNET STUDENT LOAN FUNDING, INC. LLC By: --------------------------- Xxxx X. XxxxNelnet Student Loan Management Corporation, President THE PRINCIPAL SHAREHOLDERas Manager and Special Member By: ----------------------------------- /s/ Jeffrey R. Noordhoek ------------------------------------------ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSJeffrey R. Noordhoek Title: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as Vice Prexxxxxx Xxxxxxxxx xx of the date first above writtenmentioned. XXXXXX X. XXXXX J.P. MORGAN SECURITIES INC., acting on behalf of itself and as Reprexxxxxxxxx xf the Underwriters By: /s/ Anthony Hermann -------------------------- Name: Anthony Hermann Xxxxx: Xxxx Xxesident MORGAN STANLEY & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYINCORPORXXXX, INC. xxxxxx xx behalf of itself and as Xxxxxsxxxxxxxe of the Underwriters By: XXXXXX X. XXXXX /s/ Gail McDonnell -------------------------- Name: Gail McDonnell Txxxx: Xxxxxxxx Director SCHEDULE A Morgan J.P. Morgan Stanley & CO. INCORPORATED Acting as Representatives Credit Suisse SG Cowen Xxxxxxxies Co. First Boston XXX Xxxx Securities Notes Inc. Incorporated Corporation Rauscher Inc. Corporation TOTAL ----------- ------------ ------------ ------------- ------------- ----------- ------------ Class A-1 $ 34,000,000 $ 81,000,000 $ 16,000,000 $ 5,000,000 $ 5,000,000 $141,000,000 ------------ ------------ ------------- ------------- ----------- ------------ Class A-2 $ 45,000,000 $108,000,000 $ 24,000,000 $ 5,000,000 $ 5,000,000 $187,000,000 ------------ ------------ ------------- ------------- ----------- ------------ Class A-3 $ 31,500,000 $ 75,000,000 $ 15,000,000 $ 0 $ 0 $121,500,000 ------------ ------------ ------------- ------------- ----------- ------------ Class A-4 $ 46,000,000 $111,500,000 $ 20,000,000 $ 10,000,000 $10,000,000 $197,500,000 ------------ ------------ ------------- ------------- ----------- ------------ Class A-5 $ 95,000,000 $ 0 $ 0 $ 0 $ 0 $ 95,000,000 ------------ ------------ ------------- ------------- ----------- ------------ Class A-6 $ 95,000,000 $ 0 $ 0 $ 0 $ 0 $ 95,000,000 ------------ ------------ ------------- ------------- ----------- ------------ Class B $ 25,885,000 $ 0 $ 0 $ 0 $ 0 $ 25,885,000 ------------ ------------ ------------- ------------- ----------- ------------ Total $372,385,000 $375,500,000 $ 75,000,000 $ 20,000,000 $20,000,000 $862,885,000 ------------ ------------ ------------- ------------- ----------- ------------ SCHEDULE B Terms of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [LockNotes ------------------ Underwriting Proceeds to Class Interest Rate Final Maturity Date Price to Public Discount Issuer ----- ------------- ------------------- --------------- ------------- ------------ 2003-up Agreement Shareholders]2 A-1 3-month LIBOR plus 0.01% 4/25/2009 100% 0.180% $140,746,200 ----------------------- ------------------- --------------- ------------- ------------ 2003-2 A-2 3-month LIBOR plus 0.03% 10/25/2013 100% 0.195% $186,635,350 ----------------------- ------------------- --------------- ------------- ------------ 2003-2 A-3 3 month LIBOR plus 0.11% 10/26/2016 100% 0.210% $121,244,850 ----------------------- ------------------- --------------- ------------- ------------ 2003-2 A-4 3 month LIBOR plus 0.20% 7/25/2022 100% 0.240% $197,026,000 ----------------------- ------------------- --------------- ------------- ------------ 2003-2 A-5 Auction Rate 10/25/2038 100% 0.200% $ 94,810,000 ----------------------- ------------------- --------------- ------------- ------------ 2003-2 A-6 Auction Rate 10/25/2038 100% 0.200% $ 94,810,000 ----------------------- ------------------- --------------- ------------- ------------ 2003-2 B Auction Rate 10/25/2039 100% 0.325% $ 25,800,874 ----------------------- ------------------- --------------- ------------- ------------ Total $861,073,274 ----------------------- ------------------- --------------- ------------- ------------
Appears in 1 contract
Samples: Nelnet Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. Nelnet Funding hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Nelnet Funding and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESNELNET STUDENT LOAN FUNDING, INC. LLC By: --------------------------- Xxxx X. XxxxNelnet, President THE PRINCIPAL SHAREHOLDERInc., as Manager By: ----------------------------------- /s/ Jeffrey R. Noordhoek ----------------------------- Name: Jeffrey R. Noordhoek Tixxx: Xxxxxx Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Xxesident Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYBANC OF AMERICA SECURITIES LLC, INC. acting on behalf of itself and as Representative of the Underwriters By: XXXXXX /s/ Christopher G. Cronk ------------------------------ Name: Chrixxxxxxx X. XXXXX & CO. INCORPORATED Acting Xxxxx Xxxle: Managing Director DEUTSCHE BANK SECURXXXXX XXX., xxxxxx xn behalf of itself and as Representatives Representative of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES/s/ James Murphy ------------------------------ Name: James Murphy Xxxxx: Xxxx President SCHEDULE A ------------- --------------- -------------- -------------- --------------- --------------- -------------- ---------------- Banc of Deutsche Credit America Bank Suisse First J.P. Morgan Morgan Salomon Securitiex Xxxxxities Xxxxxx Xxxxxities, INCStanley & Co. Smith Barney Notes LLC Inc. Corporatxxx Xnc. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [LockIncorporated Inc. TOTAL ------------- --------------- -------------- -------------- --------------- --------------- -------------- --------------- Class A-1 $57,782,000 $57,782,000 $14,359,000 $14,359,000 $14,359,000 $14,359,000 $173,000,000 ------------- --------------- -------------- -------------- --------------- --------------- -------------- --------------- Class A-2 $95,524,000 $95,524,000 $23,738,000 $23,738,000 $23,738,000 $23,738,000 $286,000,000 ------------- --------------- -------------- -------------- --------------- --------------- -------------- --------------- Class A-3 $37,493,000 $37,493,000 $9,316,000 $9,316,000 $9,316,000 $9,316,000 $112,250,000 ------------- --------------- -------------- -------------- --------------- --------------- -------------- --------------- Class A-4 $134,804,000 $134,804,000 $33,498,000 $33,498,000 $33,498,000 $33,498,000 $403,600,000 ------------- --------------- -------------- -------------- --------------- --------------- -------------- --------------- Class B $15,075,000 $15,075,000 $0 $0 $0 $0 $30,150,000 ------------- --------------- -------------- -------------- --------------- --------------- -------------- --------------- Total $340,678,000 $340,678,000 $80,911,000 $80,911,000 $80,911,000 $80,911,000 $1,005,000,000 ------------- --------------- -------------- -------------- --------------- --------------- -------------- --------------- Terms of the Notes ------------------ Class Interest Rate Final Maturity Date Price to Public Underwriting Discount Proceeds to Issuer ----- ------------- ------------------- --------------- --------------------- ------------------ 2003 A-1 3-up Agreement Shareholders]month LIBOR plus 0.02% 1/25/2009 100% 0.1900% $172,671,300 2003 A-2 3-month LIBOR plus 0.05% 1/25/2013 100% 0.2000% $285,428,000 2003 A-3 3 month LIBOR plus 0.11% 1/25/2016 100% 0.2150% $112,008,663 2003 A-4 3 month LIBOR plus 0.22% 1/25/2032 100% 0.2265% $402,685,846 2003 B 3-month LIBOR plus 0.70% 1/25/2037 100% 0.5000% $29,999,250 TOTAL $1,002,793,059
Appears in 1 contract
Samples: Nelnet Student Loan Funding LLC
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyTrust, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESHOUSEHOLD CAPITAL TRUST VII By: ------------------------------------- as Regular Trustee By: ------------------------------------- as Regular Trustee By: ------------------------------------- as Regular Trustee HOUSEHOLD INTERNATIONAL, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx Xxxxx Barney Inc. X. XXXXX X. Xxxxxxx & CO. INCORPORATED X.X. XXXXXXXX Sons, Inc. Xxxxxxx Xxxxx Xxxxxx, Xxxxxx & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Xxxxx Incorporated Prudential Securities Incorporated UBS Warburg LLC As Representatives of the several Underwriters (including themselves) identified in By: Xxxxxx Xxxxxxx & Co. Incorporated By: -------------------------------------- SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESHOUSEHOLD CAPITAL TRUST VII ___% Preferred Securities NUMBER OF UNDERWRITER PREFERRED SECURITIES ----------- --------------------- Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx Xxxxx Barney Inc. X. X. Xxxxxxx & Sons, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. Xxxxxxx Xxxxx Xxxxxx, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxxx & Xxxxx Incorporated Prudential Securities Incorporated UBS Warburg LLC
Appears in 1 contract
Samples: Underwriting Agreement (Household Capital Trust Vii)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESCOMMERCIAL NET LEASE REALTY, INC. By: By --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Chairman of the Board Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXX XXXXXX X. INC. XXXXXXX, XXXXX & CO. XXXX XXXXX XXXX XXXXXX INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as As Representatives of the several Several Underwriters (including themselves) identified in By XXXXX XXXXXX INC. By ------------------------- Managing Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESCOMMERCIAL NET LEASE REALTY, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESNumber of Underwriter Firm Shares ----------- ----------- Xxxxx Xxxxxx Inc. Xxxxxxx, INC. Schedule Xxxxx & Co. Xxxx Xxxxx Xxxx Xxxxxx Incorporated X.X. Xxxxxxxx & Co. The Xxxxxxxx-Xxxxxxxx Company, Inc. --------- Total 3,000,000 ========= SCHEDULE II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]ACQUISITION PROPERTIES Location Retailer (street address) City State -------- ---------------- ---- -----
Appears in 1 contract
Samples: Underwriting Agreement (Commercial Net Lease Realty Inc)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with under the internal laws of the State of Wisconsin New York without reference regard to the conflict of law principles thereunder(other than Title 14 of Article 5 of the New York General Obligations Law). This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ Jeremy A. Beard ------------------------------------------ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSJeremy A. Beard Title: Vice Prxxxxxxx By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By/s/ John C. Griffin ------------------------------------------ Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByJohn C. Griffin Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Vice Prxxxxxxx Xxxxirmed and accepted in New York, New York as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, DEUTSCHE BANK SECURITIES INC. By: XXXXXX /s/ Thomas R. Traynor ------------------------------------------ Naxx: Xxxxxx X. XXXXX Xraynor Title: Director By: /s/ Christian Anderson ------------------------------------------ Nxxx: Xxxxxxxxx Xnderson Title: Vice President BANC OF AMERICA SECURIXXXX XXX Xx: /x/ John S. Palmer ------------------------------------------ Name: Xxxx X. Xxxmer Title: Vice President BARCLAYS CAPITAL INC. By: /x/ Xxxxxx Baek ------------------------------------------ Name: Hxxxxx Xxxx Title: Managing Director MORGAN STANLEY & CO. INCORPORATED Acting INCORPXXXXXX Xx: /s/ Warren H. Friend ------------------------------------------ Namx: Xxxxxn H. Friend Title: Managing Director Acknowledged and axxxxx xxxely as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. to Section 12: GERMAN AMERICAN CAPITAL CORPORATION By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]/s/ Thomas R. Traynor ------------------------------------------ Naxx: Xxxxxx X. Xraynor Title: Vice President By: /s/ James M. Fitzpxxxxxx ------------------------------------------ Xxxx: Xxxxx X. Xxxzpatrick Title: Vice President XXXIBIT A
Appears in 1 contract
Samples: Underwriting Agreement (COMM 2006-C8 Mortgage Trust)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsUnderwriter. Very truly yours, METRO INFORMATION SERVICES, INC. SLC STUDENT LOAN TRUST 2004-1 By: --------------------------- Xxxx X. XxxxSLC Student Loan Receivables I, President THE PRINCIPAL SHAREHOLDERInc., as Depositor By: /s/ Daniel McHugh ----------------------------------- Name: Xxxx X. Xxxx Daniel McHugh Title: Chief Finanxxxx Xxxxxxx, The Student Loan Corporation THE SELLING SHAREHOLDERS: STUDENT LOAN CORPORATION By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By/s/ Daniel McHugh ----------------------------------- Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByDaniel McHugh Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 Chief Finanxxxx Xxxxxxx, The foregoing Underwriting Agreement is hereby confirmed and accepted Student Loan Corporation Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYCITIGROUP GLOBAL MARKETS INC., INC. acting on behalf of itself and as Representative of the Underwriters By: XXXXXX X. XXXXX /s/ Jebb Ebbott ------------------------- Name: Jebb Ebbott Title: SCHEDULE A --------------------------------------------------------------------------------------------------------------------------------- NOTES UNDERWRITER PRICE TO UNDERWRITING PROCEEDS TO PUBLIC DISCOUNT DEPOSITOR --------------------------------------------------------------------------------------------------------------------------------- Merrill Lynch, Citigroup Global Xxxxxe, Fenner & COMarkets Inc. Lehman Brotherx Xxx. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxx Incorporated --------------------------------------------------------------------------------------------------------------------------------- Class A-1 $80,031,500 $9,556,000 $29,862,500 100% 0.1700% 99.830% --------------------------------------------------------------------------------------------------------------------------------- Class A-2 $165,523,500 $19,764,000 $61,762,500 100% 0.2000% 99.800% --------------------------------------------------------------------------------------------------------------------------------- Class A-3 $102,845,000 $12,280,000 $38,375,000 100% 0.2250% 99.775% --------------------------------------------------------------------------------------------------------------------------------- Class A-4 $180,364,000 $21,536,000 $67,300,000 100% 0.2500% 99.750% --------------------------------------------------------------------------------------------------------------------------------- Class A-5 $154,636,000 $18,464,000 $57,700,000 100% 0.3500% 99.650% --------------------------------------------------------------------------------------------------------------------------------- Class A-6 $87,100,000 $10,400,000 $32,500,000 100% 0.3500% 99.650% --------------------------------------------------------------------------------------------------------------------------------- Class A-7 $194,956,000 $23,278,400 $72,745,000 100% 0.4000% 99.600% -------------- ---------------------- ---------------------- ---------------------- ---------- --------------- ------------------ Class B $29,859,890 $3,565,360 $11,141,750 100% 0.4000% 99.600% -------------- ---------------------- ---------------------- ---------------------- ---------- --------------- ------------------ Total $995,316,490 $118,843,760 $371,386,750 100% -------------- ---------------------- ---------------------- ---------------------- ---------- --------------- ------------------
Appears in 1 contract
Samples: SLC Student Loan Trust 2004-1
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. By: --------------------------- Xxxx NELNET Student Loan Corporation-2 --------------------------------- By /s/ Xxxxxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxxxxx Name: Xxxx Xxxxxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxxxxx Title: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Senior Vice President Confirmed as of the date first above writtenmentioned. BANC OF AMERICA SECURITIES LLC By /s/ Xxxxxxxxxxx X. Xxxxx --------------------------- Name: Xxxxxxxxxxx X. Xxxxx Title: Principal X.X. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, SECURITIES INC. ByBy /s/ Xxxxxxx Xxxxxxx --------------------------- Name: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives Xxxxxxx Xxxxxxx Title: Vice President SCHEDULE A -------------- ----------------- ------------------ ------------------- Notes Banc of America X.X. Xxxxxx TOTAL Securities LLC Securities Inc -------------- ----------------- ------------------ ------------------- 2002A-1 $70,500,000 $0 $70,500,000 -------------- ----------------- ------------------ ------------------- 2002A-2 $70,500,000 $0 $70,500,000 -------------- ----------------- ------------------ ------------------- 2002A-3 $70,500,000 $0 $70,500,000 -------------- ----------------- ------------------ ------------------- 2002A-4 $70,500,000 $0 $70,500,000 -------------- ----------------- ------------------ ------------------- 2002A-5 $0 $100,000,000 $100,000,000 -------------- ----------------- ------------------ ------------------- 2002A-6 $0 $100,000,000 $100,000,000 -------------- ----------------- ------------------ ------------------- 2002A-7 $0 $82,000,000 $82,000,000 -------------- ----------------- ------------------ ------------------- Terms of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESNotes Class Interest Rate Final Maturity Date Price to Public Underwriting Discount Proceeds to Issuer ----- ------------- ------------------- --------------- --------------------- ------------------ 2002A-1 Auction Rate June 1, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES2035 100% 0.25% $70,323,750 2002A-2 Auction Rate June 1, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES2035 100% 0.25% $70,323,750 2002A-3 Auction Rate June 1, INC. Schedule III [Lock-up Agreement Shareholders]2035 100% 0.25% $70,323,750 2002A-4 Auction Rate June 1, 2035 100% 0.25% $70,323,750 2002A-5 Auction Rate June 1, 2035 100% 0.25% $99,975,000 2002A-6 Auction Rate June 1, 2035 100% 0.25% $99,975,000 2002A-7 Auction Rate June 1, 2035 100% 0.25% $81,795,000 ------- ------------ ------------ ---- ----- ----------- TOTAL $562,590,000
Appears in 1 contract
Samples: Nelnet Student Loan Corp- 2
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND By: _________________________________ Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, _________________________________ Title: Vice President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX X. XXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXXXXX, XXXXXX & CO. INCORPORATED X.X. XXXXXXXX FIRST UNION SECURITIES, INC. XXXXXXX XXXXX & COASSOCIATES, INC. RBC XXXX XXXXXXXX, INC. WEDBUSH XXXXXX SECURITIES, INC. XXXXX FARGO SECURITIES, LLC AS REPRESENTATIVES OF THE XXXXXXXX-XXXXXXXX COMPANY, SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ___________________________________ Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Name of Underwriters Number of Common Shares -------------------- -----------------------
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Insured California Dividend Advantage Municipal Fund)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, _____________________________ Title: Vice President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, Inc. Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Associates, Inc. Wachovia Securities, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, BARNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ___________________________________ Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESName of Underwriters Number of Common Shares -------------------- ----------------------- Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. Prudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESInc. Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Associates, INC. Schedule III [Lock-up Agreement Shareholders]Inc. Wachovia Securities, Inc.
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen North Carolina Dividend Advantage Municipal Fund 3)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3 By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, _____________________________ Title: Vice President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX X. INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC XXXX XXXXXXXX XXXXXXX, a division of Xxxx Xxxxxxxx Incorporated XXXXXX, XXXXX XXXXX, INCORPORATED FIRST UNION SECURITIES, INC. GRUNTAL & CO, L.L.C. XXXX XXXXX XXXX XXXXXX, INCORPORATED MCDONALD INVESTMENTS INC., a KeyCorp Company XXXXXXX XXXXX & COASSOCIATES, INC. INCORPORATED X.X. XXXXXXXX & CO. XXXXX FARGO XXX XXXXXX, LLC AS REPRESENTATIVES OF THE XXXXXXXX-XXXXXXXX COMPANY, SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ___________________________________ Title: Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]I
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Dividend Advantage Municipal Fund 3)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If EXECUTION COPY -------------- Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsUnderwriter. Very truly yours, METRO INFORMATION SERVICES, INC. SLC STUDENT LOAN TRUST 2005-1 By: --------------------------- Xxxx X. XxxxSLC Student Loan Receivables I, President THE PRINCIPAL SHAREHOLDERInc., as Depositor By: ----------------------------------- /s/ Bradley Svalberg --------------------------------------- Name: Xxxx X. Xxxx Bradley Svalberg ------------------------------------- Title: Vice President and Treasurer ------------------------------------ THE SELLING SHAREHOLDERS: STUDENT LOAN CORPORATION By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By/s/ Bradley Svalberg --------------------------------------- Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByBradley Svalberg ------------------------------------- Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Treasurer ------------------------------------ Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYCITIGROUP GLOBAL MARKETS INC., INC. acting on behalf of itself and as Representative of the Underwriters By: XXXXXX X. XXXXX /s/ Jeb Ebbott --------------------------------------- Name: Jeb Ebboxx ------------------------------------- Title: Directox ------------------------------------ SCHEDULE A ------------ --------------------------------------------------------------- --------- ---------------- --------------------- NOTES UNDERWRITER PRICE TO UNDERWRITING PROCEEDS TO PUBLIC DISCOUNT DEPOSITOR ------------ --------------------------------------------------------------- --------- ---------------- --------------------- Citigroup Global Lehman Brothers Inc. Merrill Lynch, Markets Inc. Xxxxcx, Xxnner & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxx Xxxxrporated ------------ -------------------- -------------------- --------------------- --------- ---------------- --------------------- Class A-1 $433,200,000 $72,200,000 $216,600,000 100% 0.200% 99.800% ------------ -------------------- -------------------- --------------------- --------- ---------------- --------------------- Class A-2 $231,000,000 $38,500,000 $115,500,000 100% 0.250% 99.750% ------------ -------------------- -------------------- --------------------- --------- ---------------- --------------------- Class A-3 $230,400,000 $38,400,000 $115,200,000 100% 0.350% 99.650% ------------ -------------------- -------------------- --------------------- --------- ---------------- --------------------- Class A-4 $318,717,600 $53,119,600 $159,358,800 100% 0.400% 99.600% ------------ -------------------- -------------------- --------------------- --------- ---------------- --------------------- Class B $37,525,200 $6,254,200 $18,762,600 100% 0.400% 99.600% ------------ -------------------- -------------------- --------------------- --------- ---------------- ---------------------
Appears in 1 contract
Samples: SLC Student Loan Trust 2005-1
Applicable Law; Counterparts. This Underwriting Agreement shall ---------------------------- will be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Underwriting Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Contract Sellers and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESBANK OF AMERICA, INC. FSB By: --------------------------- Xxxx /s/ Xxxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxxx __________________________________________ Name: Xxxx Xxxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxxx Title: Assistant Treasurer BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx /s/ Xxxxx X. Xxxxxxx Attorney-in-Fact By__________________________________________ Name: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact ByXxxxxxx Title: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Assistant Treasurer Accepted at New York, New York as of the date first above writtenwritten above. XXXXXX XXXXXXX & CO. INCORPORATED, for itself and the other Underwriters named on Schedule I hereto By: /s/ Xxxxxx X. XXXXX Xxxxxx _________________________________ Name: Xxxxxx X. Xxxxxx _______________________________ Title: Principal ______________________________ SCHEDULE I Amount of Series 1998-1, Class A Certificates to Underwriter be Purchased ----------- ------------------------ XXXXXX XXXXXXX & CO. INCORPORATED X.X. $513,982,000 BANCAMERICA XXXXXXXXX XXXXXXXX & CO. THE XXXXXXXX$220,278,000 Amount of Series 1998-XXXXXXXX COMPANY1, INC. By: Class M Certificates to Underwriter be Purchased ----------- ------------------------ XXXXXX X. XXXXX XXXXXXX & CO. INCORPORATED Acting as Representatives $47,010,600 BANCAMERICA XXXXXXXXX XXXXXXXX $20,147,400 Amount of Series 1998-1, Class B-1 Certificates to Underwriter be Purchased ----------- ------------------------- XXXXXX XXXXXXX & CO. INCORPORATED $37,608,900 BANCAMERICA XXXXXXXXX XXXXXXXX $16,118,100 SCHEDULE II Registration Statement No. 333-35251 Base Prospectus dated March 16, 1998 Prospectus Supplement dated March 24, 1998 Title of Certificates Manufactured Housing Contract Trust IV Senior/Subordinate Pass-Through Certificates, Series 1998-1 Amount of Offered Certificates (approximate; subject to a variance of plus or minus 5%): Class A Certificates $734,260,000 Class M Certificates $ 67,158,000 Class B-1 Certificates $ 53,727,000 Pass-Through Rate: Class A Certificates 6.47% Class M Certificates 6.94% Class B-1 Certificates 7.81% Purchase Price Percentage: Class A Certificates 99.732545% (plus accrued interest) Class M Certificates 99.484375% (plus accrued interest) Class B-1 Certificates 99.218750% (plus accrued interest) Cut-off Date: February 28, 1998 Closing Date: March 27, 1998 at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, Los Angeles, California Manner of payment for Certificates Immediately available funds Office for delivery of Certificates First Chicago Trust Company of New York 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxxxxx Office of payment for Certificates Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxx, Suite 3200 Los Angeles, California 90017 Office for checking Certificates First Chicago Trust Company of New York 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxxxxx Denominations: $1,000 and integral multiples of $1 in excess thereof Modification of representations and warranties contained in Section 1 of the several Underwriters (including themselvesUnderwriting Agreement: [indicate, if any, or state "None"] None Modification of opinion of counsel delivered pursuant to Section 6(c) identified in SCHEDULE I annexed hereto. Byof the Underwriting Agreement: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES[indicate, INC. Schedule I if any, or state "None"] None Modification of items to be covered by the letter from Xxxxx & Xxxxx delivered pursuant to Section 6(i) of the Underwriting Agreement: [Underwritersindicate, if any, or state "None"] METRO INFORMATION SERVICESNone Modification of items to be covered by the letter from Xxxxx & Xxxxx delivered pursuant to Section 6(j) of the Underwriting Agreement: [indicate, INC. Schedule II [Selling Shareholdersif any, or state "None"] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]None
Appears in 1 contract
Samples: Bankamerica Manufactured Housing Contract (Bank of America National Trust & Saving Association)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference Illinois applicable to conflict contracts made and to be performed within the State of law principles thereunderIllinois. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESPEAPOD, INC. By: --------------------------- Xxxx By --------------------------------------- Xxxxxx X. Xxxx, Xxxxxxxxx President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx and Chief Executive Officer Each of the Selling Stockholders named in Schedule I hereto By --------------------------------------- Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx By --------------------------------------- Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX XXXXXX X. INC. XXXXXXX XXXXX & COCOMPANY, L.L.C. J.P. XXXXXX SECURITIES INC. INCORPORATED X.X. XXXXXXXX & COAs Representatives of the Several Underwriters By XXXXX XXXXXX INC. THE XXXXXXXX-XXXXXXXX COMPANYBy ----------------- Managing Director SCHEDULE I PEAPOD, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives Additional Shares ----------------- Number of the several Underwriters (including themselves) identified in Selling Stockholders Additional Shares -------------------- ----------------- Tribune National Marketing Company............... 181,248 Ameritech Corporation............................ 101,252 Service Master Venture Fund L.L.C................ 50,120 Tasso H. Coin.................................... 44,489 Equity-Linked Investors-II.................... 41,767 Eos Partners SBIC, L.P........................... 41,767 The Travelers Insurance Company.................. 41,767 Benaroya Capital Company......................... 16,707 Montreaux Equity Partners........................ 13,365 Glenbrook Partners, L.P.......................... 4,177 Berkman Associates, L.P.......................... 3,341 ------- Total 540,000 ======= SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESII PEAPOD, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESFirm Shares ----------- Underwriter Firm Shares ----------- ----------- Xxxxx Xxxxxx Inc.......... Xxxxxxx Xxxxx & Company, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule L.L.C.......... X.X. Xxxxxx Securities Inc.......... Total..... --------------------- SCHEDULE III [Lock-up Agreement Shareholders]LOCKUP LETTERS
Appears in 1 contract
Samples: Underwriting Agreement (Peapod Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If [End of text] Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyTrust, the Principal Shareholder, each of the Selling Shareholders Advisor and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESCOLONIAL CALIFORNIA INSURED MUNICIPAL FUND By: /s/ Stepxxx X. Xxxxxx ------------------------------ COLONIAL MANAGEMENT ASSOCIATES, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx /s/ Stepxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted ------------------------------ Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. SALOXXX XXXXX XXXNEY INC. A.G. XXXXXXX & COXONS, INC. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, PAINX XXXBXX XXXORPORATED As Representatives of the Several Underwriters By: SALOXXX XXXXX XXXNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in /s/ Robexx Xxxx -------------------------------- Director SCHEDULE I annexed heretoCOLONIAL CALIFORNIA INSURED MUNICIPAL FUND Number of Underwriter Firm Shares ----------- ----------- Saloxxx Xxxxx Xxxney Inc. ....................................... 417,600 A.G. Xxxxxxx & Xons, Inc......................................... 417,600 Painx Xxxbxx Xxxorporated........................................ 417,600 Sotro & Co. Incorporated......................................... 417,600 Wedbush Morgxx Xxxurities........................................ 417,600 Bear, Steaxxx & Xo. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESInc.......................................... 36,000 CIBC Oppexxxxxxx Xxxp............................................ 36,000 Advest, INCInc...................................................... 24,000 Robexx X. Xxxxx & Xo. Schedule I [Underwriters] METRO INFORMATION SERVICESIncorporated............................... 24,000 Crowxxx, INCXxxxxx & Xo............................................. 24,000 Fahnxxxxxx & Xo. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESInc............................................. 24,000 Kilpatrick, INC. Schedule III [LockPettis, Smith, Polian, Inc........................... 24,000 Morgxx Xxxxxx & Xompany, Inc..................................... 24,000 The Robixxxx-up Agreement Shareholders]Xxxxxxxx Xxxpany, LLC............................... 24,000 M.L. Xxxxx & Xo., Inc............................................ 24,000 TD Securities (USA) Inc.......................................... 24,000 U.S. Bancorp Pipex Xxxxxxx Xxx................................... 24,000 --------- Total............................................................ 2,400,000 =========
Appears in 1 contract
Samples: Underwriting Agreement (Colonial California Insured Municipal Fund)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyFund, the Principal ShareholderAdviser, each of the Selling Shareholders Sub-Adviser and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- :_____________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: NEUBERGER BERMAN MANAGEMENT INC. By:_____________ Name: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact Title: NEUBERGER BERMAN, LLC By:_____________ Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted 50 Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Under- writers named in Schedule I hereto. XXXXXX X. XXXXX AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYSONS, INC. ByBx: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in _________________________________ Name: Title: SCHEDULE I annexed heretoUnderwriter Number of Shares ----------- ---------------- A.G. Edwards & Sons, Inc. [ ] Merrill Lynch, Pierce, Fenner & Smixx Xxxxrporated Advest, Xxx. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESBB&X Xxxital Markets, INCa division of Scott & Stringfellow, Inc. Ferris, Xxxxx Waxxx, Xxxxxxxrated J.X.X. Hixxxxxd, X.X. Lyons, Inc. Janney Mxxxxxxxxy Xxxxx XXX Legg Maxxx Xxox Xxxxxx Xxxxxxxrated XxXoxxxx Xxxxxtxxxxx Inc., a KeyCorp Company Oppenheimer & Co. Inc. RBC Dain Rauxxxxx Xxx. Schedule I [UnderwritersStifel, Nicholas & Xxxxxxx, Xncoporxxxx XxxXxxxx Xxpital Markets, Inc. Wells Fargo Securities, LLC Total [ ] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]EXHIBIT A FORM OF KIRKPATRICK & LOCKHART OPINION
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Real Estate Securities Income Fund Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyTrust, the Principal Shareholder, each of the Selling Shareholders Textron and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESTEXTRON CAPITAL I By ------------------------ Richxxx X. Xxxxxx, xxlely as Trustee and not in his individual capacity TEXTRON INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- By ------------------------ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx Richxxx X. Xxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Senior Vice President and accepted Treasurer Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. XXXXX Smitx Xxxxxx Xxx. Dean Xxxxxx Xxxxxxxx Xxx. Merrxxx Xxxch, Pierce, Fennxx & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Smitx Xxxorporated PaineWebber Incorporated Prudential Securities Incorporated As Representatives of the several Several Underwriters (including themselves) identified in By Smitx Xxxxxx Xxx. By ------------------------- Name: Herbxxx X. Xxxxxxxxx Title: Managing Director SCHEDULE I annexed heretoTEXTRON CAPITAL I Number of Preferred Underwriter Securities ----------- ------------ Smitx Xxxxxx Xxx. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES2,670,000 Dean Xxxxxx Xxxxxxxx Xxx. 2,650,000 Merrxxx Xxxch, INCPierce, Fennxx & Smitx Xxxorporated 2,650,000 PaineWebber Incorporated 2,650,000 Prudential Securities Incorporated 2,650,000 Advest, Inc. 90,000 Bear, Steaxxx & Xo. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. 200,000 J.C. Xxxxxxxx & Xo. 90,000 Alex. Browx & Xons Incorporated 200,000 CS First Boston Corporation 200,000 JW Cxxxxxx Xxxurities, INCInc. 90,000 Commerzbank Capital Markets Corporation 90,000 Cowex & Xompany 90,000 Craigie Incorporated 90,000 Crowxxx, Xxxxxx & Xo. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES90,000 Dain Xxxxxxxx Xxxorporated 200,000 Davexxxxx & Xo. of Virginia, INCInc. 90,000 Dillxx, Xxad & Co. Inc. 200,000 Doft & Co., Inc. 90,000 Donaxxxxx, Xxfkxx & Xenrxxxx Xecurities Corporation 200,000 A. G. Xxxxxxx & Xons, Inc. 200,000 EVEREN Securities, Inc. 200,000 Fahnxxxxxx & Xo. Schedule III [LockInc. 90,000 First Albany Corporation 90,000 First of Michigan Corporation 90,000 Furmxx Xxxx XXX 90,000 Goldxxx, Xxchx & Xo. 200,000 Gruntal & Co., Incorporated 90,000 J.J.B. Hillxxxx, X.L. Xxxxx, Xxc. 90,000 Interstate/Johnxxx Xxxe Corporation 90,000 Jannxx Xxxtxxxxxx Xxxxx Xxx. 90,000 Josexxxxxx Xxxx & Xoss Xxxorporated 90,000 Kennxxx, Xxbot & Company Inc. 90,000 Legg Xxxox Xxxx Xxxkxx, Xxcorporated 90,000 Lehmxx Xxxthers Inc. 200,000 McDoxxxx & Xompany Securities, Inc. 90,000 McGixx, Xxitx & Xo, Inc. 90,000 Morgxx Xxxxxx & Xompany, Inc. 90,000 Morgxx Xxxnxxx & Xo. Incorporated 200,000 The Ohio Company 90,000 Olde Discount Corporation 90,000 Number of Preferred Underwriter Securities ----------- ------------ Oppexxxxxxx & Xo., Inc. 200,000 Pipex Xxxxxxx Xxx. 200,000 Principal Financial Securities, Inc. 90,000 Rausxxxx Xxxxxx Xxxsnes, Inc. 200,000 Raymxxx Xxxex & Xssociates, Inc. 200,000 The Robixxxx-up Agreement Shareholders]Xxxxxxxx Xxxpany, Inc. 200,000 Rodmxx & Xensxxx, Xxc. 90,000 Salomon Brothers Inc 200,000 Scotx & Xtrixxxxxxxx, Xxc. 90,000 Murixx Xxxxxxx & Xo., Inc. 90,000 Stepxxxx Xxx. 90,000 Stifxx, Xxxxxxxx & Xompany, Incorporated 90,000 Sutro & Co. Incorporated 90,000 Tuckxx Xxxxxxx Xxxorporated 90,000 US Clearing Corp. 90,000 Utenxxxx Xxxital Partners, L.P. 90,000 Wheat, First Securities, Inc. 90,000 Yamaichi International (America), Inc. 90,000
Appears in 1 contract
Samples: Underwriting Agreement (Textron Inc)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ John C. Griffin -------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSJohn C. Griffin Title: Vice Xxxxxxxxx By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By/s/ Andrew Cherrick -------------------------------------- Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByAndrew Cherrick Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Vice Xxxxxxxxx Xxxfirmed and accepted in New York, New York as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, DEUTSCHE BANK SECURITIES INC. By: XXXXXX /s/ John C. Griffin ----------------------------------------- Name: Xxxx X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. Xxxxxin Title: Vice President By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, /s/ Andrew Cherrick ----------------------------------------- Name: Xxxxxx Xxxxxxck Title: Vice President BANC OF AMERICA SECURITIES XXX Xx: /x/ Xobert Koontz ----------------------------------------- Name: Xxxxxx Xxxxxx Title: Vice President J.P. MORGAN SECURITIES INC. Schedule I [Underwriters] METRO INFORMATION SERVICESXx: /x/ Xxxxl Singh ----------------------------------------- Name: Kuxxx X. Xxxxh Title: Vice President MERRILL LYNCH, PIERCE, FENNEX & XXXXX XNCORPORATED By: /s/ David X. Xxxgers ----------------------------------------- Name: Xxxxx X. Xxxxers Title: Authorized Signatory LEHMAN BROTHERS INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESXx: /x/ Xxxxxn Driscoll ----------------------------------------- Name: Xxxxxx Xxxxxxll Title: Vice President Acknowledged and agreed sxxxxx xx xx Xxxtion 12: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ John C. Griffin ----------------------------------- Name: John C. Xxxxxxx Xxxxx: Vice President By: /s/ Andrew Cherrick ----------------------------------- Name: Andrew Xxxxxxxx Xxxxx: Vice President XXXXXXXX I Underwriting Agreement, INCdated May 26, 2006. Schedule III [LockTitle and Description of Offered Certificates: COMM 2006-up Agreement Shareholders]C7 Commercial Mortgage Pass-Through Certificates Initial Aggregate Class Principal Amount Purchase Initial Pass- Designation of Class Price(1) Through Rate Ratings(2) -------------------- -------------------- ------------- ---------------- -------------------- Class A-1 $90,000,000 5.540% AAA/AAA Class A-2 $107,966,000 5.690% AAA/AAA Class A-3 $40,098,000 5.707% AAA/AAA Class A-AB $98,824,000 5.729% AAA/AAA Class A-4 $1,052,664,000 5.769% AAA/AAA Class A-1A $323,552,000 5.758% AAA/AAA Class A-M $244,729,000 5.794% AAA/AAA Class A-J $189,666,000 5.794% AAA/AAA Class B $52,005,000 5.794% AA/AA Class C $24,472,000 5.794% AA-/AA- ------------
Appears in 1 contract
Samples: COMM 2006-C7 Mortgage Trust
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Plains Parties and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESPLAINS ALL AMERICAN PIPELINE, L.P. By: PLAINS AAP, L.P. its General Partner By: PLAINS ALL AMERICAN GP LLC its General Partner /s/ Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS AAP, L.P. By: PLAINS ALL AMERICAN GP LLC its General Partner /s/ Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS ALL AMERICAN GP LLC /s/ Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner /s/ Xxxxxxx X. Xxxxxx By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- _________________________________________ Name: Xxxx Xxxxxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxx Title: Executive Vice President and Chief Financial Officer 39 ALL AMERICAN PIPELINE, L.P. By: ---------------------------- Xxxx PLAINS MARKETING GP INC. its General Partner /s/ Xxxxxxx X. Xxxx Attorney-in-Fact Xxxxxx By: ---------------------------- _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING GP INC. /s/ Xxxxxxx X. Xxxxxxx Attorney-in-Fact Xxxxxx By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By_________________________________________ Name: ---------------------------- Xxxxxx Xxxxxxx X. Xxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Executive Vice President and accepted Chief Financial Officer Confirmed as of the date first above writtenwritten on behalf of the Underwriters named in Schedule I hereto. XXXXXX X. XXXXX Xxxxxxx, Xxxxx & CO. INCORPORATED Co. X.X. XXXXXXXX Xxxxxxx & CO. THE XXXXXXXX-XXXXXXXX COMPANYSons, INC. Inc. /s/ Xxxxxxx, Sachs & Co. By: XXXXXX X. XXXXX _________________________________________ Xxxxxxx, Xxxxx & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Co. SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESPlains All American Pipeline, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]L.P.
Appears in 1 contract
Samples: Plains All American Pipeline Lp
Applicable Law; Counterparts. This Underwriting Agreement shall ---------------------------- will be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Underwriting Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Contract Seller and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESBANK OF AMERICA, INC. FSB By: --------------------------- Xxxx /s/ XXXXX X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- XXXXXXX _________________________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx Xxxxx X. Xxxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Assistant Treasurer Accepted at New York, New York as of the date first above writtenwritten above. XXXXXX X. XXXXX XXXXXXX & CO. INCORPORATED, for itself and the other Underwriters named on Schedule I hereto By: /s/ XXXXXX XXXXXX _________________________________ Name: Xxxxxx Xxxxxx _______________________________ Title: Principal ______________________________ SCHEDULE I Amount of Series 1997-2, Class A-1 Certificates to Underwriter be Purchased ----------- -------------------------- XXXXXX XXXXXXX & CO. INCORPORATED X.X. $14,750,000 BANCAMERICA XXXXXXXXX XXXXXXXX & CO. THE XXXXXXXX$14,750,000 Amount of Series 1997-XXXXXXXX COMPANY2, INC. By: Class A-2 Certificates to Underwriter be Purchased ----------- ----------- XXXXXX X. XXXXX XXXXXXX & CO. INCORPORATED Acting as Representatives $24,500,000 BANCAMERICA XXXXXXXXX XXXXXXXX $24,500,000 Amount of Series 1997-2, Class A-3 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $22,500,000 BANCAMERICA XXXXXXXXX XXXXXXXX $22,500,000 Amount of Series 1997-2, Class A-4 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $25,000,000 BANCAMERICA XXXXXXXXX XXXXXXXX $25,000,000 l-1 Amount of Series 1997-2, Class A-5 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $16,500,000 BANCAMERICA XXXXXXXXX XXXXXXXX $16,500,000 Amount of Series 1997-2, Class A-6 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $16,000,000 BANCAMERICA XXXXXXXXX XXXXXXXX $16,000,000 Amount of Series 1997-2, Class A-7 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $25,500,000 BANCAMERICA XXXXXXXXX XXXXXXXX $25,500,000 Amount of Series 1997-2, Class A-8 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $26,000,000 BANCAMERICA XXXXXXXXX XXXXXXXX $26,000,000 Amount of Series 1997-2, Class A-9 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $34,250,000 BANCAMERICA XXXXXXXXX XXXXXXXX $34,250,000 l-2 Amount of Series 1997-2, Class A-IO Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $249,999,946.95 BANCAMERICA XXXXXXXXX XXXXXXXX $249,999,946.95 Amount of Series 1997-2, Class M Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $20,625,000 BANCAMERICA XXXXXXXXX XXXXXXXX $20,625,000 Amount of Series 1997-2, Class B-1 Certificates to Underwriter be Purchased ----------- ------------ XXXXXX XXXXXXX & CO. INCORPORATED $16,250,000 BANCAMERICA XXXXXXXXX XXXXXXXX $16,250,000 l-3 SCHEDULE II Registration Statement No. 333-35251 Base Prospectus dated November 10, 1997 Prospectus Supplement dated November 14, 1997 Title of Certificates Manufactured Housing Contract Trust III Senior/Subordinate Pass-Through Certificates, Series 1997-2 Amount of Offered Certificates (approximate; subject to a variance of plus or minus 5%): Class A-1 Certificates $29,500,000 Class A-2 Certificates $49,000,000 Class A-3 Certificates $45,000,000 Class A-4 Certificates $50,000,000 Class A-5 Certificates $33,000,000 Class A-6 Certificates $32,000,000 Class A-7 Certificates $32,000,000 Class A-8 Certificates $51,000,000 Class A-9 Certificates $52,000,000 Class A-IO Certificates $499,999,893.90* Class M Certificates $41,250,000 Class B-1 Certificates $32,500,000 ------- *Initial Notional Amount Pass-Through Rate: Class A-1 Certificates 5.825% Class A-2 Certificates 6.130% Class A-3 Certificates 6.230% Class A-4 Certificates 6.310% Class A-5 Certificates 6.390% Class A-6 Certificates 6.470% Class A-7 Certificates 6.690% Class A-8 Certificates 6.790% Class A-9 Certificates 7.090% Class A-IO Certificates 0.150% Class M Certificates 6.900% Class B-1 Certificates 7.070% ll-1 Purchase Price Percentage: Class A-1 Certificates 99.877000% Class A-2 Certificates 99.834375% (plus accrued interest) Class A-3 Certificates 99.804375% (plus accrued interest) Class A-4 Certificates 99.784375% (plus accrued interest) Class A-5 Certificates 99.750000% (plus accrued interest) Class A-6 Certificates 99.700000% (plus accrued interest) Class A-7 Certificates 99.618750% (plus accrued interest) Class A-8 Certificates 99.490625% (plus accrued interest) Class A-9 Certificates 99.512500% (plus accrued interest) Class A-IO Certificates 0.6678000% (plus accrued interest) Class M Certificates 99.534375% (plus accrued interest) Class B-1 Certificates 99.406250% (plus accrued interest) Cut-off Date: October 31, 1997 Closing Date: November 20, 1997 at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, Los Angeles, California Manner of payment for Certificates Immediately available funds Office for delivery of Certificates First Chicago Trust Company of New York 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 10005 Attn: Xxxxxxx Xxxxxxxxx Office of payment for Certificates Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxx, Suite 3200 Los Angeles, California 90017 Office for checking Certificates First Chicago Trust Company of New York 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 10005 Attn: Xxxxxxx Xxxxxxxxx Denominations: $1,000 and integral multiples of $1 in excess thereof Modification of representations and warranties contained in Section 1 of the several Underwriters (including themselvesUnderwriting Agreement: [indicate, if any, or state "None"] None Modification of opinion of counsel delivered pursuant to Section 6(c) identified in SCHEDULE I annexed hereto. Byof the Underwriting Agreement: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES[indicate, INC. Schedule I if any, or state "None"] None Modification of items to be covered by the letter from Ernst & Young delivered pursuant to Section 6(i) of the Underwriting Agreement: [Underwritersindicate, if any, or state "None"] METRO INFORMATION SERVICESNone Modification of items to be covered by the letter from Ernst & Young delivered pursuant to Section 6(j) of the Underwriting Agreement: [indicate, INC. Schedule II [Selling Shareholdersif any, or xxxxx "Xxxx"] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Xxxx
Appears in 1 contract
Samples: Bankamerica Manufactured Housing Contract (Bank of America National Trust & Saving Association)
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York, without reference regard to conflict the conflicts of law laws principles thereunderof any jurisdiction. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESGROVE PROPERTY TRUST By:___________________________ Name: Title: GROVE OPERATING, INC. L.P. By: --------------------------- Xxxx X. XxxxGrove Property Trust, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- General Partner By:___________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. XXXXX XXXXXX INC. XXXXXX X. BROTHERS INC. As Representatives of the Several Underwriters By: XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, XXXXXX INC. By: XXXXXX X. XXXXX & CO___________________________ Managing Director SCHEDULE I UNDERWRITERS No. INCORPORATED Acting as Representatives of Common Underwriter Shares Purchased ----------- ---------------- Xxxxx Xxxxxx Inc............................................. Xxxxxx Brothers Inc.......................................... Total..................................................... 3,141,475 ========= 24 SCHEDULE II LIST OF SUBSIDIARIES AND PROPERTIES Apartment Communities Owned by the Operating Partnership Legal Name of Partnership Apartment Communities Owned by Subsidiary Partnerships Retail Properties Owned by the Operating Partnership ANNEX A The Company is a real estate investment trust duly formed and validly existing in good standing under the laws of the several State of Maryland, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify could not reasonably be expected to have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. Each of the Subsidiaries is a limited partnership or a limited liability company duly organized, legally existing under the laws of its jurisdiction of organization, with full power and authority under the laws governing such limited partnerships or limited liability companies and under such entities' respective organizational documents to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify could not reasonably be expected to have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole. The Company is the sole general partner of the Operating Partnership. Either the Company or the Operating Partnership or a wholly owned subsidiary thereof is the sole general partner of each of the Subsidiary Partnerships. The Company's partnership interests in the Operating Partnership and each Subsidiary Partnership are, to the knowledge of such counsel, owned free and clear of any lien, adverse claim, security interest, equity or other encumbrance, except for such as could not reasonably be expected to have a material adverse effect on the condition (financial or other), business properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. The authorized capital stock of the Company is as set forth under the caption "Description of Shares of Beneficial Interest" in the Prospectus; the authorized capital stock of the Company conforms in all material respects as to legal matters to the description thereof contained in such section in the Prospectus;. All the shares of capital stock of the Company outstanding prior to the issuance of the Shares have been duly authorized and validly issued, and are fully paid and nonassessable. The Shares and the Concurrent Shares have been duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and, to the best knowledge of such counsel, free of any rights similar to preemptive rights under the Declaration of Trust or By-laws of the Company or under Maryland law that will entitle any person to acquire any Shares upon the issuance thereof by the Company. To the knowledge of such counsel, the Shares and the Concurrent Shares, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be free of any preemptive rights or similar rights. No registration under the Act or the Investment Company Act and no consent, approval, authorization, order, registration or qualification of or with any governmental agency or body (including themselvesA) identified was required for the issuance of _______ Common Units of the Operating Partnership on March 14, 1997, or (B) was required for the Company's issuance of 3,333,333 Common Shares on March 14, 1997. The form of certificates for the Shares conforms to the requirements of Maryland law. The Registration Statement and all post-effective amendments, if any, have become effective under the Act and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending before or contemplated by the Commission; and any required filing of the Prospectus pursuant to Rule 424(b) has been made in SCHEDULE I annexed heretoaccordance with Rule 424(b). By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESThe Company has the power and authority to enter into this Agreement and to issue, INCsell and deliver the Shares to the Underwriters as provided herein, and this Agreement has been duly authorized, executed and delivered by the Company. Schedule I [Underwriters] METRO INFORMATION SERVICESThe Operating Partnership has the power and authority to enter into this Agreement and this Agreement has been duly authorized, INCexecuted and delivered by the Operating Partnership. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESTo the knowledge of such counsel, INCneither the Company nor any of the Subsidiaries is in violation of its respective organizational documents or its respective bylaws, or other organizational documents, and, to the best knowledge of such counsel, is not in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note or other evidence of indebtedness that is listed as an exhibit to the Registration Statement or to any Incorporated Document, where such default, individually or in the aggregate, has had or is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole, except as may be disclosed in the Prospectus.Neither the offer, sale or delivery of the Shares, the execution, delivery or performance of this Agreement, compliance by the Company with the provisions hereof nor consummation by the Company of the transactions contemplated hereby conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the charter or bylaws, or other organizational documents, of the Company or any of the Subsidiaries or any agreement, indenture, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties is bound that is an exhibit to the Registration Statement or to any Incorporated Document, or will, to the knowledge of such counsel, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries, nor will any such action result in any violation of any existing law, regulation, ruling (assuming compliance with all applicable state securities and Blue Sky laws), judgment, injunction, order or decree known to such counsel, applicable to the Company, the Subsidiaries or any of their respective properties, except for such breaches, defaults or violations that have not had and could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. Schedule III [LockNo consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency, or official is required on the part of the Company (except as has been obtained under the Act and the Exchange Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) for the valid issuance and sale of the Shares to the Underwriters as contemplated by this Agreement. The Registration Statement and the Prospectus and any supplements or amendments thereto (except for the financial statements and the notes thereto and the schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the requirements of the Act; and the Company's Quarterly Reports on Form 10-up Agreement Shareholders]Q for the quarters ended June 30, 1997 and September 30, 1997 (except for the financial statements and the notes thereto and the schedules and other financial and statistical data included therein, as to which counsel need not express any opinion) comply as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder. To the knowledge of such counsel, (A) other than as described or contemplated in the Prospectus (or any supplement thereto), the Registration Statement or any Incorporated Document, there are no legal or governmental proceedings pending or threatened against the Company or any of the Subsidiaries, or to which the Company or any of the Subsidiaries, or any of their property, is subject, which are required to be described in the Registration Statement or Prospectus (or any amendment or supplement thereto) and (B) there are no agreements, contracts, indentures, leases or other instruments, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or to be filed as an exhibit to the Registration Statement or any Incorporated Document that are not described or filed as required, as the case may be.
Appears in 1 contract
Samples: Grove Property Trust
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin Florida without reference to conflict choice of law principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument, and . This Agreement shall be effective when when, but only when, at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESMERCANTILE BANK CORPORATION --------------------------------------- Gerald R. Johnson, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Jr. Chairmxx xxx Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Xxxxxxxxx Officer CONFIRMED and accepted AGREED as of the date first above writtenmentioned, on behalf of the Representative and the other several Underwriters named in Schedule I hereto. XXXXXX X. XXXXX RAYMOND JAMES & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYASSOCIATES, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ------------------------------------ Authorized Representative SCHEDULE I annexed hereto. ByNumber Name Firm Shares ---- ----------- Raymond James & Associates, Inc........................................................... Stifel, Nicolaus & Company, Incorporated.................................................. Oppenheimer & Co. Inc..................................................................... --------- TOTAL: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES1,000,000 ========= SCHEDULE II SUBSIDIARIES OF THE COMPANY State or Jurisdiction of Name Incorporation or Charter ---- ------------------------ Mercantile Bank of West Michigan Michigan Mercantile Bank Mortgage Company Michigan Mercantile BIDCO, Inc. Michigan Mercantile Insurance Center, Inc. Michigan MBWM Capital Trust I Delaware EXHIBIT A September __, 2003 MERCANTILE BANK CORPORATION 5650 Byron Center Ave., S.W. Wyoming, Michigan 49509 RAYMOND JAMES & XXXXXXXXXX, INC. Schedule I [As Representative of the Several Undexxxxxxxs x/x Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 RE: MERCAXXXXX XXXX XXXXXXXXXXX (XXX "XXXXXXX") -- XXXK-UP AGREEMENT Ladies and Gentlemen: This letter is delivered to you pursuant to the Underwriting Agreement (the "Underwriting Agreement") to be entered into by the Company, as issuer, and Raymond James & Associates, Inc., the representative (the "Representatxxx") xf xxxxain underwriters (the "Underwriters] METRO INFORMATION SERVICES") to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, INCthe Underwriters intend to effect a public offering of Common Stock, no par value, of the Company (the "Shares"), as described in and contemplated by the registration statement of the Company on Form S-3, File No. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES333-107814 (as the same may be hereafter amended, INCthe "Registration Statement"), as filed with the Securities and Exchange Commission on August 8, 2003 (the "Offering"). Schedule III [The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the "Company Securities"), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a "Disposition") any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held or owned of record or beneficially by the undersigned on or acquired by the undersigned after the date hereof, (collectively, the "Lock-up Agreement Shareholders]Up Shares"), for a period commencing on the date hereof and ending 90 days after the effective date of the Registration Statement, inclusive (the "Lock-Up Period"), without the prior written consent of Raymond James & Associates, Inc. or (ii) exercise or seek to exercise xx xxxxcxxxxx in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned's sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions as referred to in the prior sentence would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall not apply to:
Appears in 1 contract
Samples: Mercantile Bank Corp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. Nelnet Funding hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Nelnet Funding and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESNELNET STUDENT LOAN FUNDING, INC. LLC By: --------------------------- Xxxx X. XxxxNelnet, President THE PRINCIPAL SHAREHOLDERInc., as Manager By: ----------------------------------- /s/ Jeffrey R. Noordhoek ------------------------------- Name: Jeffrey R. Noordhoek Titxx: Xxxxxx Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Xresident Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX J.P. MORGAN SECURITIES INC., acting on behalf of itself and as Reprexxxxxxxxx xf the Underwriters By:/s/ Anthony Hermann ----------------------------- Name: Anthony Hermxxx Xxxxx: Xxxx President MORGAN STANLEY & CO. INCORPORATED X.X. XXXXXXXX INCORPORXXXX, xxxxxx xx behalf of itself and as Xxxxxsxxxxxxxe of the Underwriters By: /s/ Gail McDonnell --------------------------------------- Name: Gail XxXxxxxxx Xxxle: Managing Director SCHEDULE A MORGAN BANC OF J.P. MORGAN STANLEY & AMERICA DEUTSCHE BANK MELLON XXX XAIN SECURITIES CO. THE XXXXXXXX-XXXXXXXX COMPANY, SECURITIES SECURITIES FINANCIAL RAUSCHER NOTES INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, LLC INC. Schedule I [Underwriters] METRO INFORMATION SERVICESMARKETS, LLC INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [LockTOTAL ------------------- ------------ ------------ ------------ ------------- ------------ ------------- -------------- Class A-1 $ 81,000,000 $ 81,000,000 $ 30,000,000 $ 30,000,000 $13,000,000 $13,000,000 $ 248,000,000 ------------ ------------ ------------ ------------ ----------- ----------- -------------- Class A-2 $ 89,000,000 $ 89,000,000 $ 35,000,000 $ 35,000,000 $12,000,000 $12,000,000 $ 272,000,000 ------------ ------------ ------------ ------------ ----------- ----------- -------------- Class A-3 $ 62,500,000 $ 62,500,000 $ 20,000,000 $ 20,000,000 $10,000,000 $10,000,000 $ 185,000,000 ------------ ------------ ------------ ------------ ----------- ----------- -------------- Class A-4L $111,500,000 $111,500,000 $ 45,000,000 $ 45,000,000 $20,000,000 $20,000,000 $ 353,000,000 ------------ ------------ ------------ ------------ ----------- ----------- -------------- Class A-4CP $ 35,000,000 $ 35,000,000 $ 10,000,000 $ 10,000,000 $ 5,000,000 $ 5,000,000 $ 100,000,000 ------------ ------------ ------------ ------------ ----------- ----------- -------------- Class B $ 21,000,000 $ 21,000,000 $ 0 $ 0 $ 0 $ 0 $ 42,000,000 ------------ ------------ ------------ ------------ ----------- ----------- -------------- Total $400,000,000 $400,000,000 $140,000,000 $140,000,000 $60,000,000 $60,000,000 $1,200,000,000 ------------ ------------ ------------ ------------ ----------- ----------- -------------- TERMS OF THE NOTES FINAL MATURITY UNDERWRITING PROCEEDS TO CLASS INTEREST RATE DATE PRICE TO PUBLIC ISSUER DISCOUNT --------- -------------------------- ------------------ --------------- ------------ -------------- 2002 A-1 3-up Agreement Shareholders]month LIBOR plus 0.0% 9/25/08 100% 0.19% $ 247,528,800 2002 A-2 3-month LIBOR plus 0.03% 6/25/11 100% 0.20% $ 271,456,000 2002 A-3 3 month LIBOR plus 0.10% 9/25/13 100% 0.21% $ 184,611,500 2002A-4L 3 month LIBOR plus 0.22% 9/25/24 100% 0.2265% $ 352,200,455 2002A-4CP 3 month CP Rate plus 0.30% 9/25/24 100% 0.2265% $ 99,773,500 2002 B 3-month LIBOR plus 0.70% 12/26/33 100% 0.50% $ 41,790,000 TOTAL $1,197,360,255
Appears in 1 contract
Samples: Underwriting Agreement (Nelnet Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyPartnership, the Principal ShareholderOperating Partnership, each of the Selling Shareholders General Partner, Atlas America, REI, Viking and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESATLAS PIPELINE PARTNERS, L.P. By: ATLAS PIPELINE PARTNERS G.P., LLC, its General Partner By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. By: ATLAS PIPELINE PARTNERS G.P., LLC, its General Partner By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ 44 ATLAS PIPELINE PARTNERS G.P., LLC By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ ATLAS AMERICA, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ------------------------------------------ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS------------------------------------------ Title: ------------------------------------------ RESOURCE ENERGY, INC. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ VIKING RESOURCES CORPORATION By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By------------------------------------------ Name: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By------------------------------------------ Title: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted ------------------------------------------ Confirmed as of the date first above writtenmentioned on behalf of itself and the other several Underwriters named in Schedule I hereto. 45 FRIEDMAN, BILLINGS, XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY., INC. As Representative of the Several Underwriters By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives _________________________________ Managing Director McDONALD INVESTMENTS As Representative of the several Several Underwriters (including themselves) identified in By: _________________________________ Managing Director SCHEDULE I annexed heretoAtlas Pipeline Partners, L.P. Number of Firm Units Underwriter to be Purchased ----------- --------------- Friedman, Billings, Xxxxxx & Co., Inc......................................... McDonald Investments, Inc. ................................................... Total EXHIBIT A Entity Jurisdiction in which registered or qualified ------ --------------------------------------------- Atlas America, Inc. Resource Energy, Inc. Viking Resources Corporation EXHIBIT B [Letterhead of General Partner] Atlas Pipeline Partners, L.P. Public Offering of Common Units ---------------------------- Friedman, Billings, Xxxxxx & Co., Inc. Potomac Tower 0000 00xx Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Dear Sirs: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") among Atlas Pipeline Partners, L.P., a Delaware limited partnership (the "Partnership"), Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership, Atlas Pipeline Pennsylvania, LLC, a Pennsylvania limited liability company, Atlas Pipeline OH LLC, an Ohio limited liability company, Atlas Pipeline New York, LLC, a New York limited liability company, Atlas America, Inc., a Pennsylvania corporation, and Friedman, Billings, Xxxxxx & Co., Inc. and McDonald Investments Inc. as representatives of the underwriters, relating to an underwritten public offering of common units representing limited partner interests (the "Common Units") of the Partnership. To induce you to enter into the Underwriting Agreement, the undersigned agrees that it will not offer, sell, contract to sell or otherwise dispose of any Subordinated Units (as defined in the Underwriting Agreement), any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or Subordinated Units or any securities that are senior to or pari passu with Common Units for a period of two (2) years after the date of the Prospectus (as defined in the Underwriting Agreement) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. ATLAS PIPELINE GP, LLC By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]its Managing Member By: Name: Title:
Appears in 1 contract
Samples: Atlas Pipeline Partners Lp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference to conflict choice of law principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument, and . This Agreement shall be effective when when, but only when, at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If The Company, the Selling Stockholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESAMEDISYS, INC. By: --------------------------- Xxxx _____________________________ Xxxxxxx X. XxxxXxxxx Chief Executive Officer The Selling Stockholders Named in Schedule II Hereto, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: Acting Severally By: ---------------------------- Xxxx X. Xxxx _____________________________ Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted CONFIRMED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. XXXXXX X. XXXXXXX XXXXX & COASSOCIATES, INC. XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED X.X. XXXXXXXX By: XXXXXXX XXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYASSOCIATES, INC. By: XXXXXX X. _______________________________ Authorized Representative SCHEDULE I NUMBER OF NAME FIRM SHARES ---- ----------- Xxxxxxx Xxxxx & Associates, Inc. Xxxxxxxxx & Company, Inc. Xxxx Xxxxx Xxxx Xxxxxx, Incorporated TOTAL: SCHEDULE II SCHEDULE OF SELLING STOCKHOLDERS Number of Selling Stockholder Selling Stockholder Shares to be Sold ------------------- ------------------- EXHIBIT A August __, 2004 Amedisys, Inc. 00000 Xxxx Xxxx, Suite 300 Baton Rouge, Louisiana 70816 XXXXXXX XXXXX & COASSOCIATES, INC. XXXXXXXXX & COMPANY, INC. XXXX XXXXX XXXX XXXXXX, INCORPORATED Acting as As Representatives of the several Several Underwriters (including themselves) identified in SCHEDULE I annexed heretoc/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. ByXxxxxxxxxx, XX 00000 RE: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESAMEDISYS, INC. Schedule I [(THE "COMPANY") - RESTRICTION ON STOCK SALES Dear Sirs: This letter is delivered to you pursuant to the Underwriting Agreement (the "Underwriting Agreement") to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., Xxxxxxxxx & Company, Inc. and Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, the representatives (the "Representatives") of certain underwriters (the "Underwriters] METRO INFORMATION SERVICES") to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, INCthe Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company (the "Shares"), as described in and contemplated by the registration statement of the Company on Form S-3, File No. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES333-118352 (the "Registration Statement"), INCas filed with the Securities and Exchange Commission on August __, 2004 (the "Offering"). Schedule III [Lock-up Agreement Shareholders]The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the "Company Securities"), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort.
Appears in 1 contract
Samples: Amedisys Inc
Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Partnership, the Operating Company, the Principal ShareholderGeneral Partner, each of the Selling Shareholders Old Services and Holdings and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION U.S. TIMBERLANDS COMPANY, L.P. By: NEW SERVICES, INC. L.L.C. By: --------------------------- /s/ Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxx ------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxx Title: Managing Director U.S. TIMBERLANDS KLAMATH FALLS, L.L.C. By: ---------------------------- /s/ Xxxx X. Xxxxx ------------------- Name: Xxxx Attorney-in-Fact X. Xxxxx Title: Managing Director NEW SERVICES, L.L.C. By: ---------------------------- Xxxxxx /s/ Xxxx X. Xxxxxxx Attorney-in-Fact Xxxxx ------------------- Name: Xxxx X. Xxxxx Title: Managing Director U.S. TIMBERLANDS SERVICES COMPANY, L.L.C. By: ---------------------------- Xxxxx /s/ Xxxx X. Xxxxx Attorney-in-Fact ------------------- Name: Xxxx X. Xxxxx Title: Managing Director U.S. TIMBERLANDS HOLDINGS, L.L.C. By: ---------------------------- Xxxxxx /s/ Xxxx X. Xxxxxx Attorney-in-Fact ByXxxxx ------------------- Name: ---------------------------- Xxxxxxxx Xxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Xxxxx Title: Managing Director Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXX XXXXXX X. INC. DEUTSCHE XXXXXX XXXXXXXX INC. X.X. XXXXXXX & SONS, INC. PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED As Representatives of the Several Underwriters By: XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, XXXXXX INC. By: XXXXXX /s/ Xxxxxx Xxxxxx ------------------- Managing Director SCHEDULE I U.S. Timberlands Company, L.P. Number of Firm Units Underwriter to be Purchased ----------- -------------------- Xxxxx Xxxxxx Inc.................................... 1,197,740 Deutsche Xxxxxx Xxxxxxxx Inc........................ 1,197,736 X.X. Xxxxxxx & Sons, Inc............................ 1,197,736 PaineWebber Incorporated............................ 1,197,736 Prudential Securities Incorporated.................. 1,197,736 Xxxxx X. XXXXX Xxxxx & COCo................................. 95,000 CIBC Xxxxxxxxxxx Corp............................... 130,000 Credit Suisse First Boston Corporation.............. 130,000 X.X. Xxxxxxxx & Co. Incorporated.................... 95,000 Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation. INCORPORATED Acting 130,000 Xxxxxxxxxx & Co. Inc................................ 95,000 Xxxxxx Securities Co................................ 95,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.. 130,000 Pacific Crest Securities............................ 95,000 Xxxxx Xxxxxxx Inc................................... 95,000 Xxxxx XxxXxxxxx Incorporated........................ 95,000 Sands Brothers & Co., Ltd........................... 95,000 Xxxxxx, Xxxxxxxx & Company, Incorporated............ 95,000 Wedbush Xxxxxx Securities........................... 95,000 --------- TOTAL 7,458,684 ========= EXHIBIT A [Letterhead of officer, director or holder of Common Units] U.S. Timberlands Company, L.P. Public Offering of Common Units ------------------------------- November 13, 1997 Xxxxx Xxxxxx Inc. Deutsche xxxxxx xxxxxxxx inc. X.X. Xxxxxxx & Sons, Inc. PaineWebber Incorporated prudential securities incorporated c/o Xxxxx Xxxxxx Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") among U.S. Timberlands Company, L.P., a Delaware limited partnership (the "Partnership"), U.S. Timberlands Klamath Falls, L.L.C., New Services, L.L.C., U.S. Timberlands Services Company, L.L.C., U.S. Timberlands Holdings, L.L.C., Xxxxx Xxxxxx Inc., Deutsche Xxxxxx Xxxxxxxx Inc., X.X. Xxxxxxx & Sons, Inc., PaineWebber Incorporated and Prudential Securities Incorporated as Representatives representatives of the several Underwriters underwriters, relating to an underwritten public offering of common units representing limited partner interests (including themselvesthe "Common Units"), of the Partnership. To induce you to enter into the Underwriting Agreement, the undersigned agrees that it will not offer, sell, contract to sell or otherwise dispose of any Common Units or Subordinated Units (as defined in the Underwriting Agreement), any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or Subordinated Units or any securities that are senior to or pari passu with Common Units for a period of 180 days after the date of the Prospectus (as defined in the Underwriting Agreement) identified without the prior written consent of Xxxxx Xxxxxx Inc. Notwithstanding the foregoing, this letter agreement shall not prohibit any transfer by the undersigned of any of the above-mentioned securities to a member of his immediate family or a trust, family partnership or similar family-related or family controlled entity, all of the interests of which are owned by the undersigned or members of the immediate family of the undersigned, so long as such transferee shall execute a letter agreement in SCHEDULE I annexed heretosubstantially the form hereof agreeing to the restrictions set forth herein. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESIf for any reason the Underwriting Agreement is terminated before the Closing Date (as defined in the Underwriting Agreement), INCthe agreement set forth above shall likewise be terminated. Schedule I Yours very truly, [Underwriters] METRO INFORMATION SERVICESSignature of officer, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholdersdirector or common Unitholder]
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION TRAVELERS PROPERTY CASUALTY CORP. By: _____________________________________ Name: Title: AETNA SERVICES, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- _____________________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: X.X. XXXXXX CAPITAL CORPORATION By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact _____________________________________ Name: Title: THE TRIDENT PARTNERSHIP, L.P. By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact _____________________________________ Name: Title: FUND AMERICAN ENTERPRISES HOLDINGS, INC. By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact _____________________________________ Name: Title: SIXTY WALL STREET FUND, L.P. By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By_____________________________________ Name: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Title: Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. XXXXX XXXXXX X. INC. X.X. XXXXXX SECURITIES INC. As Representatives of the Several Underwriters By XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, XXXXXX INC. By: _____________________________ Managing Director By X.X. XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoSECURITIES INC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES_____________________________ Managing Director SCHEDULE I SELLING STOCKHOLDERS Maximum Number of Legal Name of Entity Number of Firm Shares Additional Shares -------------------- --------------------- ----------------- Aetna Services, INCInc . Schedule I [Underwriters] METRO INFORMATION SERVICES. . . . . . . . . 5,028,650 380,953 X.X. Xxxxxx Capital Corporation . . . . 4,973,473 376,772 The Trident Partnership, INCL.P. . Schedule . . . . 1,885,744 142,857 Fund American Enterprises Holdings, Inc. . . . . . . . . . . . . 1,257,163 95,238 Sixty Wall Street Fund, L.P.. . . . . . 55,177 4,180 ---------- --------- Total 13,200,207 1,000,000 ========== ========= SCHEDULE II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]TRAVELERS PROPERTY CASUALTY CORP.
Appears in 1 contract
Samples: Travelers Property Casualty Corp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Plains Parties and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESPLAINS ALL AMERICAN PIPELINE, L.P. By: PLAINS AAP, L.P. its General Partner By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS AAP, L.P. By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS ALL AMERICAN GP LLC By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner 38 By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer ALL AMERICAN PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING GP INC. By: --------------------------- Xxxx /s/ Xxxxxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxx ------------------------------------------ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Executive Vice President and accepted Chief Financial Officer Confirmed as of the date first above writtenwritten on behalf of the Underwriters named in Schedule I hereto. XXXXXX X. XXXXX Xxxxxxx, Xxxxx & CO. INCORPORATED Co. Xxxxxx Brothers Inc. Xxxxxxx Xxxxx Barney Inc. UBS Warburg LLC X.X. XXXXXXXX Xxxxxxx & CO. THE XXXXXXXX-XXXXXXXX COMPANYSons, INC. Inc. Wachovia Securities, Inc. By: XXXXXX X. XXXXX Xxxxxxx, Sachs & CO. INCORPORATED Acting as Representatives of the several Underwriters Co. /s/ Xxxxxxx, Xxxxx & Co. ---------------------------------- (including themselvesXxxxxxx, Sachs & Co.) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESPlains All American Pipeline, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]L.P.
Appears in 1 contract
Samples: Plains All American Pipeline Lp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which that together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyPartnership, the Principal Shareholder, each of the Selling Shareholders Unitholder and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESPLAINS ALL AMERICAN PIPELINE, INC. L.P. By: --------------------------- PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ A. Xxxxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxx Title: Vice President VULCAN ENERGY CORPORATION By: /s/ Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxxx Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxxx Title: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX Citigroup Global Markets Inc. Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & CO. INCORPORATED Xxxxx Incorporated X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting Xxxxxx Securities LLC UBS Securities LLC For themselves and as Representatives of the several Underwriters (including themselves) identified in By: Citigroup Global Markets Inc. By: Barclays Capital Inc. By: /s/ Xxxx Xxxxxxxxxxxx By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxx Title: Director Title: Managing Director By: X.X. Xxxxxx Securities LLC By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Title: By: UBS Securities LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Executive Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESNumber of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 1,650,000 Barclays Capital Inc. 1,200,000 Xxxxxxx Lynch, INC. Pierce, Xxxxxx & Xxxxx Incorporated 1,012,500 X.X. Xxxxxx Securities LLC 1,200,000 UBS Securities LLC 1,200,000 Xxxxxxx Xxxxx & Associates, Inc. 487,500 RBC Capital Markets LLC 187,500 Xxxxxxx Xxxxxx Xxxxxx Inc. 187,500 Tudor, Pickering, Xxxx & Co. Securities, Inc. 187,500 BMO Capital Markets Corp. 140,625 Xxxxxx Xxxxxxxxxx Xxxxx LLC 46,875 Total 7,500,000 Schedule I [Underwriters] METRO INFORMATION SERVICESto Underwriting Agreement SCHEDULE II Additional Pricing Disclosure Package Pricing Information: Number of Units: 7,500,000 Firm Units or, INC. if the Underwriters exercise in full their option to purchase additional Units granted in Section 3 hereof, 8,625,000 Units Public offering price for the Units: $61.10 per unit Schedule II [Selling Shareholders] METRO INFORMATION SERVICESto Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing, INC. L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule III [to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule IV to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Xxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas Exhibit A EXHIBIT B August 11, 2011 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC UBS Securities LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Vulcan Energy Corporation, a Delaware corporation, Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and UBS Securities LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-up Up Period”) without the prior written consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement Shareholders]is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, Name: Title: Address: EXHIBIT C CHIEF FINANCIAL OFFICER’S CERTIFICATE August 11, 2011 The undersigned, in his capacity as the Chief Financial Officer of PAA GP LLC, a Delaware limited liability company and the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since June 30, 2011. In addition as of the date of this certificate, the total debt of the Partnership is approximately $5.4 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, Vulcan Energy Corporation and Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and UBS Securities LLC as the representatives of the Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Units covered by the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict of law principles thereunderagreements made and to be performed entirely in said State. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders MLMLI and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESXXXXXXX XXXXX MORTGAGE INVESTORS, INC. By: --------------------------- Xxxx /s/ Xxxxxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- XxXxxxxx ------------------------ Name: Xxxx Xxxxxxx X. Xxxx THE SELLING SHAREHOLDERSXxXxxxxx Title: Authorized Signatory XXXXXXX XXXXX MORTGAGE LENDING, INC. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By/s/ Xxxxxx Xxx -------------- Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByXxx Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX, XXXXXX X. XXXXXX & XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYBy: /s/ Xxxxxx Xxx -------------- Name: Xxxxxx Xxx Title: Authorized Signatory WACHOVIA SECURITIES, INC. By: XXXXXX /s/ Xxxxxxx X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoXxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES/s/ Xxxxxxx X. Xxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxxxxxx ---------------------- Name: Xxxxxx X. Xxxxxxxx Title: Managing Director SCHEDULE I UNDERWRITING AGREEMENT DATED JUNE 26, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]2002:
Appears in 1 contract
Samples: Underwriting Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict of law principles thereunderagreements made and to be performed entirely in said State. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and . No amendment of any provision of this Agreement shall be effective when at least one counterpart hereof shall have been executed unless it is in writing and signed by or on behalf of each party the parties hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Wachovia and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESWACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. By: --------------------------- /s/ Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxxxx --------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxxxx Title: Director WACHOVIA BANK, NATIONAL ASSOCIATION By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- /s/ Xxxxx X. Xxxxxxxxxx, XX --------------------------------- Name: Xxxxx Attorney-in-Fact ByX. Xxxxxxxxxx, XX Title: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYWACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxxx Xxxxxxxxx --------------------------------- Name: Xxxxxx Xxxxxxxxx Title: Director GREENWICH CAPITAL MARKETS, INC. By: XXXXXX /s/ Xxxxxx X. Xxxx --------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President XXXXXXX, XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in By: /s/ Xxxxxxx, Xxxxx & Co. --------------------------------- Name: Title: EXHIBIT A COMPUTATIONAL MATERIALS Previously Filed EXHIBIT B Previously Filed SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESUNDERWRITING AGREEMENT DATED AUGUST 12, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]2004:
Appears in 1 contract
Samples: Underwriting Agreement (Wachovia Commercial Mortgage Securities Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyFund, the Principal ShareholderAdviser, each of the Selling Shareholders Sub-Adviser and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, NEUBERGER BERMAN REAL ESTXXX INCOME FUND INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER--------------------------------- Title: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: NEUBERGER BERMAN MANAGEMEXX XXX. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact --------------------------------- Title: NEUBERGER BERMAN, LLC By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By--------------------------------- Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Under- writers named in Schedule I hereto. XXXXXX X. XXXXX AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYSONS, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in -------------------------------- Title: SCHEDULE I annexed heretoUnderwriter Number of Shares ----------- ---------------- A.G. Edwards & Sons, Inc. XXXX Xxxxx Markets Corp. U.S. Bancorp Piper Jaffray Inc. BB&T Cxxxxxx Xxxxxxs, A division of Scott and Stringfellow, Ixx. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESXerris, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESXxxxx Xxxxs, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESIncoxxxxxxed Xxxxlxxx Xapital Markets, INC. Schedule III [Lock-up Agreement Shareholders]A division of National Financial Services LLC J.J.B. Hilliard, W.L. Lyons, Inc. Xxxxxxd Xxxxx & Xxsociatex Xxxxxy Xxxxgomery Scott LXX Xxxg Xxxxx Xxxx Xxxxer, Ixxxxpxxxxxx XxXoxxxx Xnvestments Inc., a KeyCorp Company Robert W. Baird & Co. Incxxxxxxxxx Xxxxxe, Agee & Leach, Inc. Stifel, Nicolxxx & Companx, Xxxxxxxxxxxx Wells Fargo Securities, LXX EXHIBIT A FORM OF KIRKPATRICK & LOCKHART OPXXXXX
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Real Estate Income Fund Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunder. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Guarantors and the several Underwriters, including the Representatives, all in accordance with its termsInitial Purchasers. Very truly yours, METRO INFORMATION SERVICESROMACORP OPERATING COMPANY, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- :_____________________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: ROMA FRANCHISE CORPORATION By:_____________________________________ Name: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact Title: ROMA SYSTEMS, INC. By:_____________________________________ Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact Title: ROMA DINING LP By:_____________________________________ Name: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact Title: ROMA HOLDINGS, INC. ROMA HUNTINGTON BEACH, INC. By:_____________________________________ Name: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact Title: ROMA BAR MANAGEMENT CORPORATION By:_____________________________________ Name: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Title: ROMA FORT WORTH, INC. By:_____________________________________ Name: Title: 32 -32- Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX SALOMON BROTHERS INC SCHRXXXX & COXO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SALOMON BROTHERS INC By:_________________________________ Name: Title: 33 SCHEDULE I annexed heretoPrincipal Amount of Notes Initial Purchasers to be Purchased ------------------ --------------- Salomon Brothers Inc........ $48,750,000 Schrxxxx & Xo. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESInc.......... 26,250,000 ----------- $75,000,000 =========== SUBSIDIARIES JURISDICTION OF OWNED BY AND INCORPORATION/ NAME PERCENTAGE OWNED ORGANIZATION ---- ---------------- ------------ Subsidiaries ------------ ROMA FRANCHISE CORPORATION 100% Delaware ROMA SYSTEMS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES100% Delaware ROMA DINING LP, 100% Delaware ROMA HOLDINGS, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES100% Delaware ROMA HUNTINGTON BEACH, INC. Schedule III [Lock-up Agreement Shareholders]100% Delaware ROMA BAR MANAGEMENT CORPORATION 100% Texas ROMA FORT WORTH, INC., 100% Texas
Appears in 1 contract
Samples: Roma Fort Worth Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyFund, the Principal Shareholder, each of the Selling Shareholders Investment Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, SALOMON BROTHERS CAPITAL AND INCOME FUND INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- _______________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: SALOMON BROTHERS ASSET MANAGEMENT INC By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By_______________________________ Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. XXXXX & COCITIGROUP GLOBAL MARKETS INC. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, As Representatives of the Several Underwriters By: CITIGROUP GLOBAL MARKETS INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in __________________________________ Name: Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [LockSalomon Brothers Capital and Income Fund Inc. Underwriter Number of Shares ----------- ---------------- Citigroup Global Markets Inc. ............................ Total .................................................... EXHIBIT A1 FORM OF OPINION OF FUND COUNSEL A1-up Agreement Shareholders]1 EXHIBIT A2 FORM OF NEGATIVE ASSURANCE LETTER OF FUND COUNSEL A2-1 EXHIBIT B FORM OF OPINION OF XXXXX XXXXXXX LLP EXHIBIT C FORM OF OPINION OF COUNSEL TO INVESTMENT MANAGER
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyFund, the Principal ShareholderAdviser, each of the Selling Shareholders Sub-Adviser and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, XXXXXXXXX XXXXXX REALTY INCOME FUND INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ Xxxxxx Xxxxx --------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSXxxxxx Xxxxx Title: Vice President XXXXXXXXX XXXXXX MANAGEMENT INC. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact /s/ Xxxxxx Xxxxx --------------------------------- Name: Xxxxxx Xxxxx Title: Senior Vice President XXXXXXXXX XXXXXX, LLC By: ---------------------------- Xxxxxx /s/ X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By--------------------------------- Name: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Xxxxxx Xxxxxx Title: Senior Vice President Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Under- writers named in Schedule I hereto. XXXXXX X. XXXXX AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS X.X. XXXXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYSONS, INC. By: XXXXXX /s/ Xxxxxxx X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Xxxxx --------------------------------- Name: Xxxxxxx Xxxxx Title: Director SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESUnderwriter Number of Shares ----------- ---------------- X.X. Xxxxxxx & Sons, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. 6,140,000 Xxxxxxx Lynch, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESPierce, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxxx & Xxxxx Incorporated 4,100,000 Xxxxxx X. Xxxxx & Co. Incorporated 1,000,000 BB&T Capital Markets, a division of 1,000,000 Xxxxx & Xxxxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Incorporated 1,000,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 1,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 1,000,000 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 1,000,000 McDonald Investments Inc., a KeyCorp Company 1,000,000 Xxxxxxx Xxxxx & Associates, Inc. 2,500,000 RBC Xxxx Xxxxxxxx Incorporated 1,000,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 1,000,000 U.S. Bancorp Xxxxx Xxxxxxx Inc. 1,000,000 Prudential Securities Incorporated 120,000 Wachovia Securities, Inc. 120,000 Advest, Inc. 60,000 Xxxxxxx, Xxxxxx & Co. 60,000 Xxxxxxxxx & Company LLC 60,000 X.X. Xxxxxxxx & Co. Inc. 60,000 Xxxxxxxxxx & Co. Inc. 60,000 First Southwest Company 60,000 Xxxxxxxx, Lemon & Co. Incorporated 60,000 Xxxxxx Xxxxxx & Company, Inc. 60,000 Xxxxxx/Xxxxxx Incorporated 60,000 Xxxxxxx Xxxxxx Xxxxxx 60,000 Xxxxxxxx Inc. 60,000 Sterne, Agee & Xxxxx, Inc. 60,000 SunTrust Capital Markets, Inc. 60,000 Southwest Securities, Inc. 60,000 TD Waterhouse Investor Services, Inc. 60,000 Wedbush Xxxxxx Securities Inc. 60,000 Xxxxx Fargo Securities, LLC 60,000 Total 24,000,000 EXHIBIT A FORM OF XXXXXXXXXXX & XXXXXXXX OPINION
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsInitial Purchasers. Very truly yours, METRO INFORMATION INTEGRATED HEALTH SERVICES, INC. By: --------------------------- Xxxx /s/ Xxxxxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Xxxxxxx --------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx Xxxxxxx X. Xxxxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Executive Vice President- Finance Accepted in New York, New York September 8, 1997 Confirmed as of the date first above writtenmentioned. XXXXX XXXXXX INC. XXXXXX X. XXXXX XXXXXXX & CO. INCORPORATED X.X. XXXXXXXXX, LUFKIN & XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYSECURITIES CORPORATION CITICORP SECURITIES, INC. By: XXXXX XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoINC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION /s/ Xxxxxxxx X. Xxxxxxx ------------------------------- Name: Xxxxxxxx X. Xxxxxxx Title: Managing Director SCHEDULE I INTEGRATED HEALTH SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION Principal Amount Initial Purchaser of Notes ----------------- ---------------- Xxxxx Xxxxxx Inc......................................... $250,000,000 Xxxxxx Xxxxxxx & Co. Incorporated........................ 100,000,000 Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation................................. 75,000,000 Citicorp Securities, Inc................................. 75,000,000 ------------ Total.................................................... $500,000,000 ============ SCHEDULE II ----------- ======================================================================================================================== STATE OF STATE(S) COMPANY INCORPORATION QUALIFIED TO DO BUSINESS ------------------------------------------------------------------------------------------------------------------------ HEALTH CARE INDUSTRIES Florida ------------------------------------------------------------------------------------------------------------------------ IHS ACQUISITION XX, INC. California ------------------------------------------------------------------------------------------------------------------------ IHS NETWORK SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION Delaware Florida ------------------------------------------------------------------------------------------------------------------------ INTEGRATED HEALTH SERVICES OF XXXX, INC. Delaware Washington ------------------------------------------------------------------------------------------------------------------------ SYMPHONY RESPIRATORY SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Delaware Arkansas Arizona California District of Columbia Florida Georgia Idaho Illinois Indiana Iowa Kentucky Louisiana Maine Maryland Michigan Minnesota Missouri Mississippi North Carolina Nebraska New Hampshire New Jersey New York Ohio Oklahoma Pennsylvania South Carolina Tennessee Texas Virginia Wisconsin West Virginia Wyoming ------------------------------------------------------------------------------------------------------------------------ TEXAS LPC, INC. Texas ------------------------------------------------------------------------------------------------------------------------ WEST COAST CAMBRIDGE, INC. California ------------------------------------------------------------------------------------------------------------------------ WOODRIDGE CONVALESCENT CENTER, INC. CENTER, INC. Texas ========================================================================================================================
Appears in 1 contract
Samples: Integrated Health Services Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 By: --------------------------- Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDERTitle: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Managing Director Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXX X. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, Inc. Deutsche Bank Securities Inc. Xxxxxx, Xxxxx Xxxxx, Incorporated Xxxx Xxxxx Xxxx Xxxxxx, Incorporated Xxxxxxx Xxxxx & Associates, Inc. Xxxx, Xxxx & Co., LLC SunTrust Capital Markets, Inc. Wachovia Securities, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, BARNEY INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ----------------------------------- Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESName of Underwriters Number of Common Shares -------------------- ----------------------- Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESInc. Prudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESInc. Deutsche Bank Securities Inc. Xxxxxx, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxx Xxxxx, Incorporated Xxxx Xxxxx Xxxx Xxxxxx, Incorporated Xxxxxxx Xxxxx & Associates, Inc. Xxxx, Xxxx & Co., LLC SunTrust Capital Markets, Inc. Wachovia Securities, Inc.
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Maryland Dividend Advantage Municipal Fund 3)
Applicable Law; Counterparts. This Agreement shall be governed ---------------------------- by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Partnership, the Company, the Principal ShareholderManager, each of the Selling Shareholders Finance Corp., Old Services and Holdings and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION U.S. TIMBERLANDS COMPANY, L.P. By: NEW SERVICES, INCL.L.C. By: -------------------------------- Name: Title: U.S. TIMBERLANDS KLAMATH FALLS, L.L.C. By: NEW SERVICES, L.L.C. By: ------------------------------- Name: Title: NEW SERVICES, L.L.C. By: ------------------------------- Name: Title: FINANCE CORP. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- --------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: U.S. TIMBERLANDS SERVICES COMPANY, L.L.C. By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact ------------------------------- Name: Title: U.S. TIMBERLANDS HOLDINGS, L.L.C. By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By------------------------- Name: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact ByTitle: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXX XXXXXX X. XXXXX & COINC. INCORPORATED X.X. BANCAMERICA XXXXXXXXX XXXXXXXX & CO. THE XXXXXXXX-DEUTSCHE XXXXXX XXXXXXXX COMPANY, INC. By: XXXXX XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoINC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES------------------------------- Managing Director SCHEDULE I U.S. Timberlands Klamath Falls, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]L.L.C. U.S. Timberlands Finance Corp.
Appears in 1 contract
Samples: Underwriting Agreement (U S Timberlands Finance Corp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal ShareholderPartnership, each of the Selling Shareholders Trust and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESEQUITY INNS, INC. By: --------------------------- Xxxx ------------------------------------------- Howaxx X. XxxxXxxver Vice President of Finance, President THE PRINCIPAL SHAREHOLDERSecretary, Treasurer and Chief Financial Officer EQUITY INNS TRUST By: ------------------------------------------- Howaxx X. Xxxver Secretary and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: ----------------------------------- Name: Xxxx Howaxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Xxxver Secretary and accepted Treasurer Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. SMITX XXXXXX X. XXXXX XXX. MORGXX XXXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYXOMPANY, INC. By: XXXXXX X. XXXXX PRUDENTIAL SECURITIES INCORPORATED J. C. XXXXXXXX & COXO. INCORPORATED Acting as As Representatives of the several Several Underwriters (including themselves) identified in SCHEDULE I annexed heretoBy: SMITX XXXXXX XXX. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES/s/ ------------------------------- Name: Managing Director SCHEDULE I EQUITY INNS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESNumber of Underwriter Firm Shares ----------- ----------- Smitx Xxxxxx Xxx................................................................ 2,000,000 Morgxx Xxxxxx & Xompany, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Inc.................................................... 2,000,000 Prudential Securities Incorporated.............................................. 2,000,000 J.C. Xxxxxxxx & Xo.............................................................. 2,000,000 --------- Total......... 8,000,000
Appears in 1 contract
Samples: Equity Inns Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyPartnership, the Principal ShareholderOperating Partnership, each of the Selling Shareholders General Partner, OH LLC, PA LLC, NY LLC, Atlas America, Inc. and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESATLAS PIPELINE PARTNERS, L.P. By: ATLAS PIPELINE PARTNERS G.P., LLC, its General Partner By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ ATLAS PIPELINE OPERATING PARTNERSHIP, L.P. By: ATLAS PIPELINE PARTNERS G.P., LLC, its General Partner By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ ATLAS PIPELINE PARTNERS G.P., LLC By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ -43- ATLAS PIPELINE PENNSYLVANIA, LLC By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ ATLAS PIPELINE OHIO, LLC By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ ATLAS PIPELINE NY LLC By: ------------------------------------------ Name: ------------------------------------------ Title: ------------------------------------------ ATLAS AMERICA, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ------------------------------------------ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS------------------------------------------ Title: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted ------------------------------------------ Confirmed as of the date first above writtenmentioned on behalf of itself and the other several Underwriters named in Schedule I hereto. XXXXXXXX, XXXXXXXX, XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY., INC. As Representative of the Several Underwriters By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives ---------------------------------------- Managing Director XxXXXXXX INVESTMENTS As Representative of the several Several Underwriters (including themselves) identified in By: ---------------------------------------- Managing Director -45- SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESAtlas Pipeline Partners, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESL.P. Number of Firm Units Underwriter to be Purchased ----------- --------------- Xxxxxxxx, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESXxxxxxxx, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxxx & Co., Inc...................
Appears in 1 contract
Samples: Underwriting Agreement (Atlas Pipeline Partners Lp)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INC. DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ John C. Griffin ------------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSJohn C. Griffin Title: Deutsche Xxxxxxxx Xxxxx and Receiving Corporation Vice President By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By/s/ Andrew Cherrick ------------------------------------------- Name: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact ByAndrew Cherrick Title: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Vice Presxxxxx Xxxxxxxed and accepted in New York, New York as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, DEUTSCHE BANK SECURITIES INC. By: XXXXXX /s/ John C. Griffin ----------------------------------------------- Xxxx: Xxxx X. XXXXX & COGriffin Title: Director, Deutsche Bank Securities, Inc. Xx: /x/ Xxxxxx Cherrick ------------------------------------------ Name: Xxxxxx Xxxxxick Title: Vice President CITIGROUP GLOBAL MARKETS IXX. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Xx: /x/ Xngela Vleck ------------------------------------------ Name: Xxxxxx Xxxxx Title: Managing Director PNC CAPITAL MARKETS LLC Xx: /x/ X. Scott Holmes ------------------------------------------ Name: X. Xxxxx Xxxmes Title: Senior Managing Director Nomura Securities Ixxxxxxxxxxxx, Inc. By: /s/ N. Dante LaRocca ------------------------------------------ Name: X. Xxxxx XxXocca Title: Managing Director Wachovia Capital Markets, XXX Xx: /x/ Elizabeth K. Stinson ------------------------------------------ Xxxx: Xxxxxxxxx X. Stinson Title: Vice President J.P. Morgan Securitiex Xxx. Xx: /x/ Xxxal Singh ------------------------------------------ Name: Kxxxx Xxxxx Title: Vice President Acknowledged and agreed solelx xx xx Xxxtion 12: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ John C. Griffin ----------------------------------------------- Xxxx: Xxxx X. Griffin Title: Vice President German American Capital Corpxxxxxxx Xx: /s/ Andrew Cherrick ------------------------------------------ Name: Xxxxxx Xxxxxick Title: Authorized Signatory SCHEDULE I annexed heretoUnderwriting Agreement, dated February 27, 2006. ByTitle and Description of Offered Certificates: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [LockCD 2006-up Agreement Shareholders]CD2 Commercial Mortgage Pass-Through Certificates Initial Aggregate Class Principal Amount Purchase Initial Designation of Class Price(1) Pass-Through Rate Ratings(2) ----------------------------------------------------------------------------- Class A-1 $72,000,000 5.302% AAA/Aaa Class A-2 $239,000,000 5.408% AAA/Aaa Class A-3 $53,000,000 5.608% AAA/Aaa Class A-AB $111,000,000 5.575% AAA/Aaa Class A-4 $839,906,000 5.545% AAA/Aaa Class A-1A $308,000,000 5.415% AAA/Aaa Class A-1B $518,636,000 5.546% AAA/Aaa Class A-M $305,934,000 5.592% AAA/Aaa Class A-J $217,979,000 5.631% AAA/Aaa Class B $22,945,000 5.654% AA+/Aa1 Class C $34,417,000 5.654% AA/Aa2 Class D $38,242,000 5.654% AA-/Aa3 Class E $49,714,000 5.654% A/A2 ------------------------
Appears in 1 contract
Samples: Underwriting Agreement (Deutsche Mortgage & Asset Receiving Corp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin New York applicable to contracts made and to be performed within the State of New York without reference giving effect to the choice of laws or conflict of law laws principles thereunderthereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof or thereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its termsUnderwriter. Very truly yours, METRO INFORMATION SERVICES, INC. SLC STUDENT LOAN TRUST 2006-2 By: --------------------------- Xxxx X. XxxxSLC Student Loan Receivables I, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Inc., as Depositor By:/s/ Bradley Svalberg ----------------------------------------- Name: Xxxx X. Xxxx Bradley Svalberg --------------------------------------- Title: Treasurer -------------------------------------- THE SELLING SHAREHOLDERSSTUDENT LOAN CORPORATION By:/s/ Bradley Svalberg ----------------------------------------- Name: ByBradley Svalberg --------------------------------------- Title: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Vice President & Treasurer -------------------------------------- Confirmed as of the date first above writtenmentioned. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYCITIGROUP GLOBAL MARKETS INC., INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting acting on behalf of itself and as Representatives Representative of the several Underwriters By:/s/ Hing C. Loi ----------------------------------------- Name: Hing C. Xxx --------------------------------------- Title: Directxx -------------------------------------- SCHEDULE A PRICE TO UNDERWRITING PROCEEDS TO UNDERWRITER PUBLIC DISCOUNT DEPOSITOR ------------------------------------------------------------ -------------- --------------- ------------------- Citigroup Credit Suisse Global Securities Goldman, Lehman NOTES Markets Inc. (including themselvesUSA) identified in SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]LLC Sachs & Co. Brothers Inc. --------- -------------- ------------ ------------ ------------- -------------- --------------- ------------------- Class A-1 $84,500,000 $15,600,000 $14,300,000 $15,600,000 100% 0.1750% 99.8250% Class A-2 $341,250,000 $63,000,000 $57,750,000 $63,000,000 100% 0.1800% 99.8200% Class A-3 $88,400,000 $16,320,000 $14,960,000 $16,320,000 100% 0.2000% 99.8000% Class A-4 $390,000,000 $72,000,000 $66,000,000 $72,000,000 100% 0.2150% 99.7850% Class A-5 $289,250,000 $53,400,000 $48,950,000 $53,400,000 100% 0.2350% 99.7650% Class A-6 $426,400,000 $78,720,000 $72,160,000 $78,720,000 100% 0.2500% 99.7500% Class B $50,050,000 $9,240,000 $8,470,000 $9,240,000 100% 0.3000% 99.7000% Total $1,669,850,000 $308,280,000 $282,590,000 $308,280,000 $2,569,000,000 $5,651,250 $2,563,348,750
Appears in 1 contract
Samples: SLC Student Loan Trust 2006-2
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin Florida without reference to conflict choice of law principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument, and . This Agreement shall be effective when when, but only when, at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If The Company, the Selling Stockholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Stockholders and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESWarrior Energy Services Corporation President and Chief Executive Officer The Selling Stockholders Named in Schedule II Hereto, INC. Acting Severally By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx ------------------------------------------ Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted CONFIRMED as of the date first above writtenmentioned, on behalf of the Representative and the other several Underwriters named in Schedule I hereto. XXXXXX X. XXXXXXX XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYASSOCIATES, INC. By: -------------------------------------------------- Authorized Representative -38- SCHEDULE I NUMBER NAME FIRM SHARES ---- ----------- XXXXXXX XXXXX & ASSOCIATES, INC. 3,189,360 XXXXXXX & COMPANY INTERNATIONAL 3,189,360 XXXXXXX XXXX & COMPANY L.L.C. 1,594,680 XXXXXX X. XXXXX XXXXXXX XXXXXXXX XXXXXXX, INC. 82,200 XXXXXXXXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed heretoINC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES82,200 XXXXXXXXX ENERGY PARTNERS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES82,200 ---------- TOTAL: 8,220,000 ========== SCHEDULE II SCHEDULE OF SELLING STOCKHOLDERS Number of Firm Shares Stockholder to be Sold ----------- ---------- Xxxxx X. Xxxxxxx Declaration Trust 22,333 Xxxxxxx and Xxxx Xxxxxx 47,893 Blackcross 119,370 CGMI XXX Custodian for benefit of Xxxxxxxx Xxxxx 35,756 Xxxx and Xxxxx Xxxx 23,874 Xxx Xxxxxxx, INCJr. 34,314 Cranberry Ventures LLC 4,000 XX Xxxxxxx Living Trust 34,388 Xxxxxx Xxxxxx 25,000 Xxxxxxx X. Xxxxxx Living Trust 23,946 Xxx X. Xxxxxxx 13,300 Xxx X. Xxxxx 333 Xxxxx X. XxXxxx 23,946 Xxxxx X. Xxxxxx 1,667 Xxxxxx X. Xxxxxxx Insurance Trust DTD 47,748 Xxxxxxx Xxxxxxx 23,872 Xxxx Xxxxxxxxxxx 23,837 Xxxxxxx X. Xxxxxxxx 12,706 The Estate of Xxxxx Xxxxxx 11,936 Smeets Investors, LLC 47,893 W. Xxxxx Xxxxx 4,167 Estate of Xxxxxxx X. Xxxx, Xx. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule 10,187 SCHEDULE III [Lock-up Agreement Shareholders]SCHEDULE OF ISSUER FREE WRITING PROSPECTUSES
Appears in 1 contract
Samples: Warrior Energy Services CORP
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND By: ------------------------------------ Title: Chief Administrative Officer NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER------------------------------------ Title: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Managing Director Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated H&R Block Financial Advisors, Inc. Xxxxxxxxxx & Co. Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxx Xxxxx Xxxx Xxxxxx, Incorporated Quick & Xxxxxx, Inc. A FleetBoston Financial Company Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx, Inc. Xxxx Xxxx & Co. SunTrust Capital Markets, Inc. Wachovia Securities, Inc. Wedbush Xxxxxx Securities Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in --------------------------------- Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]NAME OF UNDERWRITERS NUMBER OF COMMON SHARES ------------------------- ----------------------- Xxxxxxx Xxxxx Barney Inc. Nuveen Investments
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the internal laws of the State of Wisconsin without reference to conflict of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, Fund and the Principal Shareholder, each of the Selling Shareholders Manager and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCNUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND By: ___________________________ Title: Vice President NUVEEN ADVISORY CORP. By: --------------------------- Xxxx X. Xxxx, _____________________________ Title: Vice President THE PRINCIPAL SHAREHOLDER: ----------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. By: XXXXXXX XXXXX XXXXXX X. XXXXX INC. NUVEEN INVESTMENTS X.X. XXXXXXX & SONS, INC. PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC ADVEST, INC. XXXXXXXXXX & CO. INCORPORATED X.X. XXXXXXXX INC. FIRST UNION SECURITIES, INC. GRUNTAL & CO., L.L.C. XXXXXXX XXXXX & ASSOCIATES, INC. RBC XXXX XXXXXXXX, INC. AS REPRESENTATIVES OF THE XXXXXXXX-XXXXXXXX COMPANY, SEVERAL UNDERWRITERS By: XXXXXXX XXXXX XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ___________________________________ Title: SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]Name of Underwriters Number of Common Shares -------------------- -----------------------
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Insured New York Dividend Advantage Municipal Fund)
Applicable Law; Counterparts. This Agreement shall be governed by ---------------------------- and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among between the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several U.S. Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESHYPERION TELECOMMUNICATIONS, INC. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- ------------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSTitle: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. XXXXX XXXXXX X. INC. CREDIT SUISSE FIRST BOSTON CORPORATION NATIONSBANC XXXXXXXXXX SECURITIES LLC As Representatives of the Several U.S. Underwriters By XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANY, XXXXXX INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in ------------------------------------------- Name: Title: SCHEDULE I annexed heretoHYPERION TELECOMMUNICATIONS INC. By: U.S. Underwriter Number of Firm Shares ---------------- --------------------- Xxxxx Xxxxxx Inc. Credit Suisse First Boston Corporation NationsBanc Xxxxxxxxxx Securities LLC ________________ TOTAL SCHEDULE II Xxxxxx X. Xxxxxxxx Xxxxxxx X Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxxxxx X. Xxxxxx SCHEDULE III ------------ SUBSIDIARIES ------------ SCHEDULE IV ------------ JOINT VENTURES -------------- EXHIBIT A --------- LIST OF EMPLOYEE PENSION AND BENEFIT ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESPLANS OF HYPERION TELECOMMUNICATIONS, INC. Schedule I [Underwriters] METRO INFORMATION SERVICES, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [Lock-up Agreement Shareholders]------------------------------------------ AND ITS SUBSIDIARIES -------------------- EXHIBIT B --------- FORM OF OPINION OF XXXXXXXX INGERSOLL -------------------------------------
Appears in 1 contract
Samples: Underwriting Agreement (Hyperion Telecommunications Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without reference New York applicable to conflict contracts made and to be performed within the State of law principles thereunderNew York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. If signed in counterparts, and this Agreement shall be not become effective when unless at least one counterpart hereof shall have been executed by or and delivered on behalf of each party hereto. 35 If Remainder of this page intentionally left blank. Please confirm that the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us correctly sets forth the enclosed duplicates hereof, whereupon it will become a binding agreement among the CompanyPartnership, the Principal ShareholderOperating Partnership, each of the Selling Shareholders General Partner and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICESATLAS PIPELINE PARTNERS, INC. L.P. By: --------------------------- Xxxx X. XxxxATLAS PIPELINE PARTNERS GP, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- LLC, its General Partner By:_____________________________ Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERS: :___________________________ Title:__________________________ ATLAS PIPELINE PARTNERS GP, LLC By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed and accepted :_____________________________ Name:___________________________ Title:__________________________ Confirmed as of the date first above writtenmentioned on behalf of itself and the other several Underwriters named in Schedule I hereto. FRIEDMAN, BILLINGS, XXXXXX X. XXXXX & CO., INC. INCORPORATED X.X. XXXXXXXX & COMcDONALD INVESTMENTS, INC. THE XXXXXXXX-XXXXXXXX COMPANYXXXXXXX XXXXXX XXXXXX, INC. By: FRIEDMAN, BILLINGS, XXXXXX X. XXXXX & CO., INC. INCORPORATED Acting By: _________________________________ Xxxxx X. Xxxxxxxxx Managing Director For themselves and as Representatives of the other several Underwriters (including themselves) identified in named on Schedule I hereto. SCHEDULE I annexed hereto. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICESAtlas Pipeline Partners, INC. Schedule I [Underwriters] METRO INFORMATION SERVICESL.P. Number of Firm Units Underwriter to be Purchased ----------- --------------- Friedman, INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICESBillings, INC. Schedule III [Lock-up Agreement Shareholders]Xxxxxx & Co., Inc..................... 380,000 McDonald Investments Inc., a KeyCorp Company ............. 380,000 Xxxxxxx Xxxxxx Xxxxxx, Inc. .............................. 190,000 ------- Total..................................................... 950,000 EXHIBIT A Subsidiaries Atlas Pipeline Operating Partnership, L.P. Atlas Pipeline Pennsylvania, LLC Atlas Pipeline Ohio LLC Atlas Pipeline New York LLC
Appears in 1 contract
Samples: Atlas Pipeline Partners Lp
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the internal laws of the State of Wisconsin New York without reference giving effect to the provisions thereof concerning conflict of law principles thereunderlaws. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together shall constitute but one and the same instrument, and shall be effective when at least one counterpart hereof shall have been executed by or on behalf of each party hereto. 35 If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicates a counterpart hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Company, the Principal Shareholder, each of the Selling Shareholders Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, METRO INFORMATION SERVICES, INCCWCAPITAL COMMERCIAL FUNDING CORP. By: --------------------------- Xxxx X. Xxxx, President THE PRINCIPAL SHAREHOLDER: ----------------------------------- /s/ Scott D. Spelfogel -------------------------------------- Name: Xxxx X. Xxxx THE SELLING SHAREHOLDERSScott D. Spelfogel Title: By: ---------------------------- Xxxx X. Xxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxxx Attorney-in-Fact By: ---------------------------- Xxxxx X. Xxxxx Attorney-in-Fact By: ---------------------------- Xxxxxx X. Xxxxxx Attorney-in-Fact By: ---------------------------- Xxxxxxxx X. Xxxx Attorney-in-Fact 36 The foregoing Underwriting Agreement is hereby confirmed Senior Vice President Confirmed and accepted in New York, New York as of the date first above written. XXXXXX X. XXXXX & CO. INCORPORATED X.X. XXXXXXXX & CO. THE XXXXXXXX-XXXXXXXX COMPANYWACHOVIA CAPITAL MARKETS, LLC By: /s/ Elizabeth K. Stinson ----------------------------------- Name: Elizabeth K. Stinson Title: Vice Xxxxxxxxx XXXXXXXXP GLOBAL MARKETS INC. By: XXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in SCHEDULE I annexed hereto/s/ Angela J. Vleck ----------------------------------- Name: Angela J. Vleck Title: Managing Xxxxxxxx XXXXXCHE BANK SECURITIES INC. By: ------------------------------------ AUTHORIZED REPRESENTATIVE METRO INFORMATION SERVICES/s/ Charles Lee ----------------------------------- Name: Charles Lee Title: Director By: /x/ Xxxxx Zhuravel ----------------------------------- Name: Boris Zhuravel Title: Vice Presixxxx Xxxxxxxedged and Agreed with respect to Section 12 hereof: CWCAPITAL LLC By: /s/ Paul Sherrington ----------------------------------- Name: Paul A. Sherrington Title: Seniox Xxxx Xxxxxxxxx, INCAssistant General Counsel SCHEDULE I Underwriting Agreement, dated April 2, 2007. Schedule I [Underwriters] METRO INFORMATION SERVICESTitle and Description of Offered Certificates: CWCapital Commercial Funding Corp., INC. Schedule II [Selling Shareholders] METRO INFORMATION SERVICES, INC. Schedule III [LockCommercial Mortgage Pass-up Agreement Shareholders]Through Certificates Series 2007-C2 Initial Aggregate Principal Initial Class Amount Purchase Pass-Through Designation of Class Price(1) Rate Ratings(2) ----------- ------------ -------- ------------ ---------- Class A-1 $ 37,530,000 XXX% 5.0640% AAA/Aaa Class A-2 $241,084,000 XXX% 5.3340% AAA/Aaa Class A-AB $ 71,881,000 XXX% 5.4160% AAA/Aaa Class A-3 $857,504,000 XXX% 5.4840% AAA/Aaa Class A-1A $485,627,000 XXX% 5.4770% AAA/Aaa Class A-MFX $221,947,000 XXX% 5.5260% AAA/Aaa Class A-JFX $102,630,000 XXX% 5.5680% AAA/Aaa Class B $ 21,171,000 XXX% 5.6170% AA+/Aa1 Class C $ 27,219,000 XXX% 5.6460% AA/Aa2 Class D $ 21,170,000 XXX% 5.6860% AA-/Aa3 Class E $ 15,122,000 XXX% 5.7160% A+/A1 Class F $ 18,146,000 XXX% 5.7360% A/A2
Appears in 1 contract
Samples: Underwriting Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
