Firm Notes. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Firm Notes set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof.
Firm Notes. On the basis of the representations, warranties and covenants contained herein and subject to the terms and conditions set forth herein, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company the respective principal amount of Firm Notes set forth in Schedule A opposite the name of such Underwriter at the purchase price of 97% of the aggregate principal amount of the Firm Notes, plus any additional principal amount of Firm Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.
Firm Notes. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Firm Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, in each case, at a purchase price equal to 97.50% of the principal amount of the Firm Notes (the “Purchase Price”).
Firm Notes. One or more global notes representing the Firm Notes (collectively, the “Firm Global Note”), shall be delivered by or on behalf of the Company to the nominee of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Firm Notes duly paid by the Company, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, at the office of Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Designated Office”), on November 19, 2019, or at such time or place on the same or such other date, not later than the fifth business day thereafter, as shall be agreed to by the Representative and the Company. The time and date at which such delivery and payment are actually made is hereinafter called the “Closing Time.” The Firm Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Time.
Firm Notes. The Option many be exercised at any time (but not more than once), in whole or in part, on or before the thirtieth (30th) day after the date of this Agreement, upon written or telecopied notice (the "Option Notice") by the Underwriters to the Company no later than 5:00 p.m. eastern time, setting forth the aggregate number of Option Notes as to which the Underwriters are exercising the Option, the names and denominations in which the certificates for such Notes are to be registered, and the time and place at which such certificates shall be delivered to and paid for by the Underwriters. Such time of delivery may not be earlier than the First Closing Date, and is herein called the "Second Closing Date." The Second Closing Date shall be determined by the Underwriters, but if at any time other than the First Closing Date, shall not be earlier than three (3) nor later than ten (10) full business days after delivery of the Option Notice unless otherwise agreed upon by the Underwriters and the Company. Certificates for the Option Notes shall be made available for checking and packaging at 9:00 a.m., eastern time, on the business day immediately preceding the Second Closing Date at a location to be designated by the Underwriters. On the Second Closing Date the Company shall issue and sell to the Underwriters the number of Notes set forth in the Option Notice, and each Underwriter will purchase the number of Option Notes allocated to it pursuant to the first sentence of this Section 4(b). The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Option Notes shall be the same as for the Firm Notes as specified in Section 4(c).
Firm Notes. Upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Company $75,000,000 aggregate principal amount of Firm Notes at the purchase price of __.0% of the principal amount thereof, plus accrued interest, if any, from the date of issuance, December __, 1996 (the "Issue Date") to the Closing Time (as defined below). The Underwriter may from time to time increase or decrease the public offering price of the Firm Notes after the initial public offering to such extent as the Underwriter may determine in accordance with applicable law.
Firm Notes. Payment of the purchase price for the Firm Notes shall be made to the Company by wire transfer of immediately available funds or certified or official bank check payable in federal (same-day) funds at the offices of Proskauer Xxxx Xxxxx & Xxxxxxxxxx LLP located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (unless another place shall be agreed upon by the Underwriter and the Company) against delivery of the certificates for the Firm Notes to the Underwriter for the account of the Underwriter. Such payment and delivery shall be made at ____ a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m. (New York City time)) business day after the date hereof (unless another time, not later than ten business days after such date, shall be agreed to by the Underwriter and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the "Closing Time". At least two full business days preceding the Closing Time, the Company shall authorize and direct the Trustee to prepare and authenticate a global note certificate representing the Notes (the "Global Note Certificate"). At least one full business day preceding the Closing Time, the Representative shall advise the Company and The Depository Trust Corporation ("DTC"), as depository (the "Depository"), or the Trustee on its behalf, of the names and denominations in which the Firm Notes are to be registered. At the Closing Time, the Company shall deliver the "Letter of Representations to DTC" executed by itself, the Trustee and DTC. The Company shall authorize and direct the Trustee to present at the Closing Time (i) the Global Note Certificate registered in the name of the Depository's nominee, as nominee of the Depository, and to retain the Global Note Certificate pursuant to the DTC Fast System and (ii) the Note Register evidencing ownership of the Firm Notes.
Firm Notes. Upon the basis of the representations and warranties and other terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the Firm Notes, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the aggregate principal amount of the Firm Notes at the purchase price equal to $24.00 per Note, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the Firm Notes, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of the Firm Notes set forth in Schedule I opposite such Underwriter’s name, plus any additional aggregate principal amount of the Firm Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of the Firm Notes in denominations other than $25.00.
Firm Notes. Upon the basis of the representations and warranties and other terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters the Firm Notes, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of the Firm Notes at the purchase price equal to 96.50% of their principal amount, the Company agrees to issue and sell to the Underwriters the Firm Notes, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of the Firm Notes set forth in Schedule I opposite such Underwriter’s name, plus any additional principal amount of the Firm Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of the Firm Notes in denominations other than $25.00, provided however, that with respect to an aggregate of $300,000 principal amount of Notes allocated at the direction of the Company to certain members of the Company’s senior executive management, the Underwriters shall purchase the Notes at their principal amount.
Firm Notes. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to each Purchaser the respective principal amounts of Firm Notes set forth opposite such Purchaser's name in column (1) on Schedule I hereto, and each Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, severally and not jointly agrees to purchase from the Company such respective principal amount of the Firm Notes at a purchase price of one hundred percent (100%) of the principal amount of the Firm Notes to be purchased by each such Purchaser hereunder (the "PURCHASE PRICE").
