Fixed or Variable Price Offering Sample Clauses

Fixed or Variable Price Offering. Fixed If Fixed Price Offering, initial public offering price: 100% of the principal amount, plus accrued interest, if any, from March 24, 2003. Purchase price: 96.85% of the principal amount. Form: Book-entry Other terms and conditions: N/A Closing date and location: March 24, 2003 at Sidley Xxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Co-Managers: Xxxxxxx Xxxxx Barney Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. Notices: Notices to the Underwriters shall be directed to the Representative(s) c/o Xxxxxxx Xxxxx Barney Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: . All of the provisions contained in the Company’s Underwriting Agreement, dated March 19, 2003, (the “Underwriting Agreement”) are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in the Underwriting Agreement are used herein as therein defined. This Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such State. If the foregoing is in accordance with your understanding of the agreement among the Underwriters and the Company, please sign and return to the undersigned a counterpart hereof, whereupon this instrument, along with all counterparts and together with the Underwriting Agreement, shall be a binding agreement among the Underwriters named herein and the Company in accordance with its terms and the terms of the Underwriting Agreement. Very truly yours, XXXXXXX XXXXX XXXXXX INC. By: Authorized Signatory XXXXXXX, SACHS & CO. By: (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory Acting on behalf of themselves and as Representatives of the other named Underwriters. Accepted: AMBAC FINANCIAL GROUP, INC. By Name: Title: EXHIBIT B FORM OF OPINION OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)(i)
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Fixed or Variable Price Offering. Fixed If Fixed Price Offering, initial public offering price: 100% of the principal amount, plus accrued interest, if any, from March 24, 2003. Purchase price: 96.85% of the principal amount. Form: Book-entry Other terms and conditions: N/A Closing date and location: March 24, 2003 at Sidley Xxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Co-Managers: Xxxxxxx Xxxxx Barney Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. Notices: Notices to the Underwriters shall be directed to the Representative(s) c/o Xxxxxxx Xxxxx Barney Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: All of the provisions contained in the Company’s Underwriting Agreement, dated March 19, 2003, (the “Underwriting Agreement”) are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in the Underwriting Agreement are used herein as therein defined. This Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such State. If the foregoing is in accordance with your understanding of the agreement among the Underwriters and the Company, please sign and return to the undersigned a counterpart hereof, whereupon this instrument, along with all counterparts and together with the Underwriting Agreement, shall be a binding agreement among the Underwriters named herein and the Company in accordance with its terms and the terms of the Underwriting Agreement. Very truly yours, XXXXXXX XXXXX XXXXXX INC. By: Authorized Signatory XXXXXXX, SACHS & CO. By: (Xxxxxxx, Xxxxx & Co.) XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory Acting on behalf of themselves and as Representatives of the other named Underwriters. Accepted: AMBAC FINANCIAL GROUP, INC. By: Name: Title:
Sample 1
Fixed or Variable Price Offering. Fixed Price Offering Purchase price per security: 100% of liquidation amount, plus accrued Distributions, if any, from February ___, 1999. Commissions payable to Underwriters: $____________ Form: Global Certificate QIU Issues: N/A The Subordinated Debentures shall have the following terms: Title: ____ % Deferrable Interest Junior Subordinated Debentures. Interest rate or formula: Each Subordinated Debenture will bear interest at the rate of ____ % per annum from the original date of issuance. Interest payment dates: _______________________. Regular record dates: Interest is payable to the person in whose name such Subordinated Debenture is registered, subject to certain exceptions, at the close of business on the Business Day preceding such interest payment date. If the Subordinated Debentures do not remain in book-entry only form, the Company has the right to select record dates which will be subject to the requirements of any applicable exchange, at least ten Business Days, but less than 60 Business Days, prior to the relevant payment dates. Stated maturity date: The Subordinated Debentures have a stated maturity date of _________________, 2039 which may be extended at any time by the Company to any date not later than the earlier of (i)______________, 2048 or (ii) the Interest Deduction Date, as described under "Description of the Subordinated Debentures-- Option to Change Scheduled Maturity Date" in the Prospectus dated January __, 1999; provided, that at the time such election is made and at the time of extension (i) the Company is not in bankruptcy, otherwise insolvent or in liquidation, (ii) the Company has made timely payments of any interest or principal on the Subordinated Debentures for the immediately preceding six quarters without deferrals, (iii) in the case of Subordinated Debentures held by the Trust, the Trust is not in arrears on payments of distributions on the Trust Preferred Securities and no deferred distributions are accumulated, (iv) the Subordinated Debentures or Trust Preferred Securities are rated investment grade by any one of Standard & Poor's Ratings Services, Xxxxx'x Investors Service, Inc., Fitch Investor Services, Duff & Xxxxxx Credit Rating Company or any other nationally recognized statistical rating organization and (v) the final maturity of such Subordinated Debentures is not later than ______________, 2048.
Sample 1
Fixed or Variable Price Offering. Fixed Price Offering If Fixed Price Offering, initial public offering price per share: 100% of the principal amount, plus accrued interest, if any, from September 19, 1997. Purchase price: 98.00% of principal amount, plus accrued interest, if any, from September 19, 1997. Form: Global Security Closing date and location: September 19, 1997 Sullxxxx & Xromxxxx 125 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxlayed Delivery Arrangements: NONE. Modification of items to be covered by the letter from the Company's independent accountants delivered pursuant to Section 5(e) at the time this Underwriting Agreement is executed: NONE. Principal Amount of Underwriters Securities to be Purchased ------------ -------------------------- Goldxxx, Xxchs & Co. . . . . . . . . . . . . . . . . $1,000,000,000 Total . . . . . . . . . . . . . . . . . . . . . . $1,000,000,000 -------------- 42 SCHEDULE III State of States Subsidiary Incorporation Qualified ---------- ------------- --------- 1. Diamond Offshore Company DE TX, LA 2. Diamond Offshore General Company DE TX 3. Diamond Offshore Guardian Company DE TX 4. Diamond Offshore Southern Company DE TX 5. Diamond Offshore Management Company DE TX, LA 6. Diamond Offshore (USA) Inc. DE TX, LA 7. Diamond Offshore Alaska Inc. DE TX 8. Diamond Offshore Atlantic Inc. DE TX 9. Diamond Offshore (Mexico) Company DE TX 10. Diamond Offshore Drilling Services, Inc. DE TX, LA 11. Diamond Offshore International Corporation DE TX 12. Diamond Offshore Enterprises, Inc. DE TX 13. Cumberland Maritime Corporation DE TX 14. Diamond Offshore Team Solutions, Inc. DE TX, LA 15. Diamond Offshore Finance Company DE TX 16. Diamond Offshore Perforadora, Inc. DE TX 17. Diamond Offshore Development Company DE TX 18. Diamond Offshore (Indonesia), Inc. DE TX 19. Diamond Offshore Drilling (Overseas) Inc. DE TX (f/k/a Diamond Offshore Champion Inc.) 20. Diamond Offshore Exploration (Bermuda) Limited DE TX 21. Arethusa Off-Shore Company DE TX, LA 22. Concord Drilling Limited DE TX 23. Saratoga Drilling Limited DE TX 24. Yorktown Drilling Limited DE TX 25. Scotian Drilling Limited DE TX 26. Heritage Drilling Limited DE TX 27. Sovereign Drilling Limited DE TX 28. Miss Xxxxx Xxxlling Limited DE TX 29. Neptune Drilling Limited DE TX 30. Whitxxxxxxx Xxxlling Limited DE TX 31. Yatzy Drilling Limited DE TX 32. Winner Drilling Limited DE TX 33. Lexington Drilling Limited DE TX [FORM OF AMENDMENT TO REGISTRATION RIGHTS AGREEMENT] [SEE EXHIBIT 4.1 TO THIS CURRENT REPORT ON FOR...
Sample 1
Fixed or Variable Price Offering. Fixed Price Offering If Fixed Price Offering, initial public offering price per share: 99.415% of the principal amount, plus accrued interest, if any, from October 15, 1997. Purchase price per share: 98.79% of principal amount, plus accrued interest, if any, from October 15, 1997. Form: Global Note Other terms and conditions: None Closing date and location: October 15, 1997, 9:00 AM EST, Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. All of the provisions contained in the document attached as Annex I hereto entitled "EXCEL REALTY TRUST, INC.-- Common Stock, Preferred Stock, Depositary Shares, Warrants and Debt Securities--Underwriting Agreement" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.
Sample 1
Fixed or Variable Price Offering. Fixed Price Offering Initial public offering price per Underwritten Security: % of the principal amount, plus accrued interest, if any, from , 200_ Purchase price per Underwritten Security: % of the principal amount, plus accrued interest, if any, from ,200_ Other terms and conditions: N/A Closing date and location: , 200___at Sidley Austin LLP at 9:00 A.M. All the provisions contained in the Underwriting Agreement of even date herewith between the Underwriters and the Operating Partnership are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, Name: Title: Accepted: COLONIAL REALTY LIMITED PARTNERSHIP, the Operating Partnership By: Colonial Properties Trust (its general partner) By: Name: Title: Schedule A to Exhibit A Schedule of Issuer Free Writing Prospectus included in the General Disclosure Package
Sample 1
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Related to Fixed or Variable Price Offering

  • SHARE PRICE The price per Share shall be determined by reference to trades on the Fund’s primary exchange. In no event shall the price be less than the current net asset value per share plus the per share amount of the commission to be paid to you (the “Minimum Price”). You shall suspend the sale of Shares if the per share price of the Shares is less than the Minimum Price.

  • Applicable Price (a) Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, "Contract transactions") and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the designated agent of AVIF for receipt of orders relating to Contract transactions on each Business Day and receipt by such designated agent shall constitute receipt by AVIF; provided that AVIF receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Offering Price Shares of any class of the Fund offered for sale by you shall be offered for sale at a price per share (the "offering price") approximately equal to (a) their net asset value (determined in the manner set forth in the Fund's charter documents) plus (b) a sales charge, if any and except to those persons set forth in the then-current prospectus, which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. In addition, Shares of any class of the Fund offered for sale by you may be subject to a contingent deferred sales charge as set forth in the Fund's then-current prospectus. You shall be entitled to receive any sales charge or contingent deferred sales charge in respect of the Shares. Any payments to dealers shall be governed by a separate agreement between you and such dealer and the Fund's then-current prospectus.

  • VWAP Purchases Subject to the terms and conditions of this Agreement, in addition to purchases of Purchase Shares as described in Section 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the Business Day immediately preceding the VWAP Purchase Date), the Company shall also have the right but not the obligation to direct the Buyer by the Company’s delivery to the Buyer of a VWAP Purchase Notice from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (each such purchase, a “VWAP Purchase”) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold and (ii) a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold. Each VWAP Purchase Notice must be accompanied by instructions to the Company’s Transfer Agent to immediately issue to the Buyer an amount of Common Stock equal to the VWAP Purchase Share Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds the VWAP Purchase Share Estimate issued on the VWAP Purchase Date in connection with such VWAP Purchase Notice; however, the Buyer will immediately return to the Company any amount of Common Stock issued pursuant to the VWAP Purchase Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. Upon completion of each VWAP Purchase Date, the Buyer shall submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company. The Company may deliver additional VWAP Purchase Notices to the Buyer from time to time so long as the most recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any time after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.

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