Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person. (f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth, (a) The the Company agrees to issue and sell the Securities to the several Underwriters as provided in this AgreementUnderwriter, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price per share of $10.105, the Firm Securities, provided, however, that the purchase price per shares will be $10.374 per share for up to 225,000 shares of Common Stock included in the Firm Securities which shares may be purchased by directors, executive officers and any holder of 10% or more of the outstanding shares of Common Stock (a “Substantial Shareholder”) of the Company and the respective principal amount Bank solely at any office of the Underwriter and (b) in the event and to the extent that the Underwriter shall exercise its election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078% clause (a) of this Section 2 for persons other than directors, executive officers and Substantial Shareholders, that portion of the principal amount thereof plus accrued interest, if any, from August 18, 2022 number of Optional Securities as to which such election shall have been exercised. Subject to the Closing terms and conditions herein set forth, the Company hereby grants to the Underwriter the right to purchase at their election up to 208,598 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors, executive officers and Substantial Shareholders, for the sole purpose of covering sales of shares in excess of the number of Firm Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter and the date on which such Optional Securities are to be delivered, as determined by the Underwriter but in no event earlier than the First Delivery Date (as defined below). The Company will not be obligated to deliver any of in Section 4 hereof) or, unless the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may otherwise agree upon in writing. The time and , no earlier than two or later than ten business days after the date of such payment and delivery is referred to herein as the “Closing Datenotice.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.357% of the principal amount thereof plus accrued interest, if any, from August 18March 1, 2022 2024 to the Closing Date (as defined belowherein). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter; provided that such offers and sales shall be made in accordance with the provisions of this Agreement.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx Xxxxx LLP at 10:00 A.M.a.m., New York City London time, on August 18March 1, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, date as the Representatives and the Company may agree upon in writingwriting not later than the fifth business day thereafter. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) The Securities to be purchased by each Underwriter hereunder will be represented by one or more global notes in book-entry form. Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Deutsche Bank AG, London Branch against delivery to a common depositary of Euroclear Bank, SA/NV as operator of the nominee of The Depository Trust Company Euroclear System (“DTCEuroclear”)) and Clearstream Banking, S.A. (“Clearstream”) or their respective nominees, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the initial sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives Deutsche Bank AG, London Branch not later than 1:00 P.M., New York City London time, on the business day prior to the Closing Date. The Settlement Lead Manager (as defined below) acknowledges that the Securities represented by the Global Notes will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Lead Manager, the terms of which include a third-party beneficiary clause (“stipulation pour autrui”) with the Company as the third-party beneficiary and provide that such Securities are to be delivered to others only against payment of the net subscription monies for the Securities into the Commissionaire Account on a delivery against payment basis. The Settlement Lead Manager acknowledges that (i) the Securities represented by the Global Notes shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Securities received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Lead Manager undertakes that the net subscription monies for the Securities will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect of the Commissionaire Account.
(e) The Company acknowledges and agrees the Guarantor acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantor or any other person. Additionally, neither none of the Representatives nor or any other Underwriter is advising the Company Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters Representatives or any other Underwriter shall have no any responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives any Representative or any Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives such Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantor or any other person. The Company and the Guarantor agree that they will not claim that the Underwriters, or any of them, has rendered services of any nature, or owes a fiduciary or similar duty to the Company or the Guarantor, in connection with the purchase and distribution of the Securities pursuant to this Agreement or the process leading thereto.
(f) Each Underwriter hereby represents, covenants The Underwriters agree as between themselves that they will be bound by and agrees will comply with the Company International Capital Market Association Standard Form Agreement Among Managers Version 1 / New York Law Schedule (the “Agreement Among Managers”) and further agree that neither it nor any affiliate will directly or indirectly undertake a distribution (i) references in the Agreement Among Managers to the “Lead Manager” shall mean the Representatives, references to the “Joint Bookrunners” shall mean the Representatives, references to the “Settlement Lead Manager” shall mean Deutsche Bank AG, London Branch and references to the “Stabilising Manager” shall mean Deutsche Bank AG, London Branch and (ii) Clause 3 of the Agreement Among Managers shall not apply. For the purposes of the Agreement Among Managers, each Underwriter’s Commitment (as such term is defined in the applicable securities laws, rules, regulations Agreement Among Managers) is set out opposite its name in Schedule 1 to this Agreement and published policy statements, blanket orders, orders, national references to “Securities” shall mean the 3.500% Senior Notes due 2029. Where there are any inconsistencies between this Agreement and local instruments and notices applicable in each of the provinces and territories of Canada (collectivelyAgreement Among Managers, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canadaterms of this Agreement shall prevail.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a the price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)set forth in Schedule 2. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Dxxxx Xxxx & Xxxxxxxx LLP Wxxxxxxx LLP, 1000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on August 1821, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the several Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Flex Ltd.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078(y) 99.607% of the principal amount thereof plus of the 2026 Notes and (z) 99.372% of the principal amount of the 2028 Notes, respectively, plus, in each case, accrued interestinterest from September 28, if any, from August 18, 2022 2023 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18January 8, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each of the Securities 2026 Notes and the 2028 Notes (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Take Two Interactive Software Inc)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)i) $24.2125 per Security for retail orders and (ii) $24.50 per Security for institutional orders. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP at 10:00 A.M., New York City time, on August 18November 21, 20222019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery of the Securities is referred to herein as the “Closing Date.”
(d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes Depositary Receipts representing the Securities (collectively, the “Global Note”)Securities, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person, as the case may be.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (American Equity Investment Life Holding Co)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.473% of the principal amount thereof plus accrued interest, if any, from August 18March 7, 2022 2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18March 7, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is the Underwriters are advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives any Representative or any Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives such Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company or the Guarantors, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.364% of the principal amount thereof plus accrued interest, if any, from August 18October 11, 2022 2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices office of Xxxxxxx Xxxxxxx Lxxxxx & Xxxxxxxx LLP Wxxxxxx LLP, 10000 Xxxxxxxxxxxxx Xxxx., Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M., New York City time, on August 18October 11, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) accounts specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other personperson (irrespective of whether such Underwriter has advised or is currently advising any Ares Entity (as defined below) on other matters). Additionally, neither none of the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdictionjurisdiction with respect to the offering of the Securities contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising any Ares Entity on other matters). The Company and the Guarantors agree that, in connection with the purchase and sale of the Securities pursuant to the Agreement or the process leading thereto, none of the Representatives nor any of the Underwriters, or any of them, has advised the Company, the Guarantors or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a fiduciary or similar duty to the Company or the Guarantors. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Company or the Guarantors, and may in some cases have interests that differ from or conflict with those of the Company and the Guarantors. The Company and the Guarantors hereby consent to each Underwriter acting in the capacities described in the preceding sentence, and the parties to this Agreement acknowledge that any such transaction is a separate transaction from the sale of the Securities contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the extent set forth in any prior separate agreement relating to such other transaction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or the Guarantors, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) The the Company agrees to issue and sell the Securities to the several Underwriters as provided in this AgreementUnderwriter, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price per share of $_____, the Firm Securities; provided, however, that the purchase price per share will be $______ for up to _______ shares of Common Stock [$2 million limit] included in the Firm Securities, which shares may be purchased by directors, executive officers and founding directors of the Company and the respective principal Bank solely at any office of the Underwriter; and (b) in the event and to the extent that the Underwriter shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Company, at the purchase price per share of $______, that number of Optional Securities as to which such election shall have been exercised. The Company grants the Underwriter the right to purchase, at its election up to _______ Optional Securities, at the purchase price per share of $_____, for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities set forth opposite to be purchased by the Underwriter, and the date on which such Underwriter’s name Optional Securities are to be delivered, as determined by you but in Schedule 1 hereto at a price equal to 99.078% of no event earlier than the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing First Delivery Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(bin Section 4 hereof) The Company understands that the Underwriters intend to make a public offering of the Securities as soon or, unless you otherwise agree in writing, earlier than two or later than seven business days after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Datenotice.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price equal to 99.07898.974% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx Xxxxx LLP at 10:00 A.M., New York City time, on August 18February 26, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078to: (i) 98.408% of the principal amount thereof of the 2029 Notes, (ii) 97.422% of the principal amount of the 2034 Notes, and (iii) 96.867% of the principal amount of the 2054 Notes, in each case, plus accrued interest, if any, from August 18June 10, 2022 2024 to the Closing Date (as defined below)Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices New York City office of Xxxxxxx Xxxxxxx & Xxxxxxxx Procter LLP at 10:00 A.M., New York City time, on August 18June 10, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes Transfer Taxes (as defined below) payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Company, the Manager and agrees the Guarantor acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Company, the Guarantor and the Manager with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantor, the Manager or any other person. Additionally, neither none of the Representatives nor any other Underwriter is advising the Company Company, the Guarantor, the Manager or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Company, the Guarantor and the Manager shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Company, the Guarantor or the Manager with respect thereto. Any review by the Representatives or any Underwriter of the Company, the Guarantor, the Manager and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives such Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantor, the Manager or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price equal to 99.07898.75% of the principal amount thereof plus accrued interest, if any, from August June 18, 2022 2018 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter; provided that (i) such offers and sales are made on the basis of the representations and warranties of such Underwriter and otherwise in accordance with the provisions of this Agreement as if such affiliates were named as an Underwriter hereunder and (ii) such Underwriter shall be responsible for any breach hereof by any such affiliates of such Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(fd) Each Underwriter hereby representsPayment for and delivery of the Securities will be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, covenants 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on June 18, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.
(as such term is defined e) Payment for the Securities shall be made by wire transfer in immediately available funds to the applicable securities lawsaccount(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company (“DTC”), rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each for the account of the provinces and territories Underwriters, of Canada one or more global notes representing the Securities (collectively, the “Canadian Securities LawsGlobal Note”)) , with any transfer taxes payable in Canada or connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 5:00 P.M., New York City time, on the business day prior to persons or companies in Canadathe Closing Date.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees Subject to issue and sell in reliance upon the Securities to the several Underwriters as provided in representations, warranties, terms and conditions of this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesPurchasers, severally and not jointly, agree to purchase from purchase, the Company the respective principal amount of Securities set forth opposite their respective names in the Schedule of Purchasers set forth on Schedule I for the aggregate cash purchase price set forth therein. The closing of such Underwriterpurchase and sale (the “Closing”) will be held at the office of Xxxxxxx Xxxxx LLP, 000 Xxxxxxxxx Xxx., Xxx Xxxx, XX 00000, on July 25, 2008 (the “Closing Date”) at 10:00 A.M., Eastern Standard Time, or on such other date and at such time as may be mutually agreed upon. At the Closing, the Company will issue and deliver to each Purchaser (x) one Note, payable to the order of such Purchaser, in the principal amount set forth opposite such Purchaser’s name in the Schedule 1 hereto at of Purchasers set forth on Schedule I and (y) a price equal warrant, registered in the name of such Purchaser and evidencing the number of Warrants set opposite such Purchaser’s name in the Schedule of Purchasers set forth on Schedule I. Such deliveries will be made against delivery to 99.078% the Company of a wire transfer by each Purchaser to the account of the principal amount thereof plus accrued interestCompany, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of amount (which reflects the Representatives is advisable, and initially to offer the Securities on the terms reduction as set forth in the Time next sentence of Sale Information. this Section 1.03) set forth opposite the name of such Purchaser in the Schedule of Purchasers under the heading “Aggregate Net Purchase Price for Securities.” The Company acknowledges and agrees that the Underwriters may offer and sell Aggregate Net Purchase Price for Securities owed by each Purchaser to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made has been calculated by wire transfer in immediately available funds to the account(s) specified taking into account a fee payable by the Company to the Representatives against delivery Purchasers equal to the nominee of The Depository Trust Company (“DTC”), for the account 1.50% of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale aggregate principal amount of the Securities duly paid by the CompanyNotes. The Global Note will be made available electronically for inspection by amount of such fee is set forth opposite the Representatives not later than 1:00 P.M., New York City time, name of each Purchaser on the business day prior to Schedule of Purchasers under the Closing Dateheading “Fee Amount.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Securities Purchase Agreement (Proxim Wireless Corp)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07897.75% of the principal amount thereof plus accrued interest, if any, from August 18June 11, 2022 2013 to the Closing Date (as defined belowin Section 3 hereof). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives The Company and the Company may Guarantors acknowledge and agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price equal to 99.07898.5% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)thereof. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18June 30, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Banner Corp)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities of:
i. the 2025 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.595% of the principal amount thereof plus accrued interest, if any, from August 18March 23, 2022 2020 to the Closing Date (as defined below)Date;
ii. the 2027 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.490% of the principal amount thereof plus accrued interest, if any, from March 23, 2020 to the Closing Date;
iii. the 2030 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.270% of the principal amount thereof plus accrued interest, if any, from March 23, 2020 to the Closing Date; and
iv. the 2040 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.017% of the principal amount thereof plus accrued interest, if any, from March 23, 2020 to the Closing Date.
v. the 2050 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.566% of the principal amount thereof plus accrued interest, if any, from March 23, 2020 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter; provided that such offers and sales shall be made in accordance with the provisions of this Agreement.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M.a.m., New York City time, on August 18March 23, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantor acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or the Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.062% of the principal amount thereof plus accrued interest, if any, from August 18June 8, 2022 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(fd) Each Underwriter hereby representsPayment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., covenants New York City time, on June 8, 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.
(as such term is defined e) Payment for the Securities shall be made by wire transfer in immediately available funds to the applicable securities lawsaccount(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each for the account of the provinces and territories Underwriters, of Canada one or more global notes representing the Securities (collectively, the “Canadian Securities LawsGlobal Note”)) , with any transfer taxes payable in Canada or connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to persons or companies in Canadathe Closing Date.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.127% of the principal amount thereof plus of the 2020 Notes and 99.386% of the principal amount of the 2022 Notes, plus, in each case, accrued interest, if any, from August 18March 14, 2022 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx White & Xxxxxxxx Case LLP at 10:00 A.M., New York City time, on August 18March 14, 20222017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities 2020 Notes and one or more global notes representing the 2022 Notes (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) The the Company agrees to issue and sell the Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price per share of $ , the respective principal amount number of Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto at a price equal I hereto, and (b) in the event and to 99.078% the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, and each of the principal amount thereof plus accrued interestUnderwriters agrees, if anyseverally and not jointly, to purchase from August 18the Company, 2022 at the same purchase price set forth in clause (a) of this Section 2, the number of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto. The Company grants the Underwriters the right to purchase, severally and not jointly, at their election up to Optional Securities, at the purchase price per share set forth in the preceding paragraph, for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Closing Company, given within a period of thirty (30) days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two (b2) The Company understands that the Underwriters intend to make a public offering of the Securities as soon or later than seven (7) business days after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Datenotice.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (First Capital Bancorp, Inc.)
Purchase and Sale of the Securities. (a) The Company hereby agrees to issue and to sell the Securities to the several Underwriters as provided in this AgreementSubscriber, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Subscriber hereby agrees to purchase from the Company the respective principal amount Company, a number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto Units at a price equal to 99.078% $8.00 per Unit and for the aggregate subscription amount set forth on the signature page hereto, with each Unit consisting of: (i) 1 share of Series A Stock and (ii) 40 Warrants, each of which being, respectively, convertible and exercisable in accordance with the terms thereof into shares of the principal amount thereof plus accrued interestCompany's common stock, if any, from August 18, 2022 par value $.001 per share (the "COMMON STOCK"). The form of Certificate of Designations for the Series A Stock and the form of Warrant are as annexed to the Closing Date Memorandum. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a share certificate and a warrant certificate evidencing the application number of shares of Series A Stock and Warrants subscribed for against payment in U.S. Dollars of the Purchase Price (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that Subscriber has hereby delivered and paid concurrently herewith the Underwriters intend purchase price (the "PURCHASE PRICE") set forth on the signature page hereof required to make a public offering of purchase the Securities as soon after subscribed for hereunder which amount has been paid in U.S. Dollars by cash, wire transfer or check, subject to collection, to the effectiveness order of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter"Continental Stock Transfer & Trust Company-Whitewing Environmental Corp. Escrow Account."
(c) Payment Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of up to $2,000,000 of Units, which offering is being made on a "best efforts - all or none" basis for a minimum of 62,500 Units (the "MINIMUM OFFERING") and delivery a maximum of 250,000 Units (the Securities "MAXIMUM OFFERING"). Subscriber understands that payments hereunder as to the Minimum Offering will be held in an escrow account established by the Company, and released to the Company if the Minimum Offering is reached within the Offering Period (as described in the Memorandum) or any extended period. If the Minimum Offering is not obtained within the Offering Period or any extended period, the funds held therein will be returned to the investors without interest or deduction. Subscriber also understands that all funds received hereunder after the Minimum Offering is reached will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Subscription Agreement (Whitewing Environmental Corp)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.75% of the principal amount thereof plus accrued interest, if any, from August 18June 2, 2022 2016 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Representative hereby advises the Company and the Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18June 2, 20222016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Each of the Company and Parent acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and Parent with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company and Parent or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, Parent or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and Parent shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or Parent with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, Parent, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company or Parent, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (VEREIT Operating Partnership, L.P.)
Purchase and Sale of the Securities. (a) The Company Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.805% of the principal amount thereof thereof, plus accrued interest, if any, from August 18June 26, 2022 2024 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package (as defined below). The Company Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP LLP, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on August 18June 26, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuer. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company Issuer acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer, on the one hand, and the several Underwriters, on the other, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty Issuer with respect to the Company offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Agreement, (iv) the Underwriters have not provided any legal, accounting, regulatory, investment or tax advice with respect to the offering of the Securities contemplated hereby and the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate, and (including v) none of the activities of the Underwriters in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein constitutes a recommendation, and investment advice or solicitation of any action by the Underwriters shall have no responsibility with respect to any entity or liability natural person. The Issuer agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company Issuer in connection with respect such transaction or the process leading thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (American Homes 4 Rent, L.P.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.202% of the principal amount thereof plus accrued interest, if any, from August 18November 16, 2022 2018 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18November 16, 20222018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will not directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementeach Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter hereby agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of U.S. $____ per share, the respective principal amount number of Firm Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price equal to 99.078% of I or Schedule II hereto, as the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided hereincase may be.
(b) The Company understands that the Underwriters intend Subject to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants options to the several Underwriters to purchase, severally and not jointly, up to the amount of Option Securities set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to opposite each such Underwriter's name on Schedule I or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafterSchedule II hereto, as the Representatives and case may be, at the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein same purchase price per share as the “Closing Date.”
(d) Payment Underwriters shall pay for the Securities shall Firm Securities. Said options may be made by wire transfer exercised only to cover over-allotments in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Firm Securities duly paid by the CompanyUnderwriters. The Global Note will Said options may be made available electronically for inspection by the Representatives not later than 1:00 P.M.exercised in whole or in part at any time on or before 5:00 p.m., New York City time, on the business 30th day prior to after the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in date of the capacity of an arm’s length contractual counterparty Prospectus upon written, telecopied or telegraphic notice by the Representatives to the Company with respect setting forth the aggregate number of shares of Option Securities as to which the offering several Underwriters are exercising the option and the related settlement date. Such options may be exercised more than once, but in no event may the total number of Option Securities contemplated hereby (including in connection with determining purchased under all exercises exceed _____________ shares of Common Stock. Delivery of certificates for the terms shares of the offering) and not as a financial advisor or a fiduciary to, or an agent of, Option Securities by the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability payment therefor to the Company with respect theretoshall be made as provided in Section 3 below. Any review The number of shares of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the Representatives or any several Underwriters as such Underwriter is purchasing of the CompanyFirm Securities, the transactions contemplated hereby or other matters relating subject to such transactions will be performed solely for the benefit of adjustments as the Representatives or such Underwriter, as the case may be, and in their sole discretion shall not be on behalf of the Company or make to eliminate any other personfractional shares.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Netsource Communications Inc)
Purchase and Sale of the Securities. (a) The Company agrees to issue On the Closing Date and sell the Securities to the several Underwriters effective as provided in this Agreement, and each Underwriter, on the basis of the representationsClosing (each as defined in Section 1.5 hereof), warranties and agreements set forth herein upon the terms and subject to the conditions set forth hereinof this Agreement, agreeseach of the Selling Shareholders shall severally, severally and not jointly, sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase from each of the Selling Shareholders, that number of Company the respective principal amount of Securities Shares set forth opposite the name of such Underwriter’s name Selling Shareholder on Exhibit A hereto, free and clear of all options, pledges, security interests, voting agreements, trusts or similar arrangements, liens, charges or other encumbrances or restrictions on voting or transfer thereof ("ENCUMBRANCES"), in Schedule 1 hereto at a exchange for an aggregate purchase price equal of US$18,390,999 (as defined in the recitals hereto, the "ACQUISITION CONSIDERATION"), payable by the Purchaser to 99.078% the Selling Shareholders in accordance with the following:
(a) US$14,890,999 of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to Acquisition Consideration shall be payable in cash (the Closing Date "CASH CONSIDERATION").
(b) US$3,500,000 of the Acquisition Consideration shall be payable in that number of shares of Common Stock of the Purchaser (the "SHARE CONSIDERATION") determined by dividing (x) US$3,500,000 by (y) the Market Price (as defined below). The Company will not be obligated For all purposes of and under this Agreement, the term "MARKET PRICE" shall mean and refer to deliver any one of the Securities except upon payment for all following (as determined by Purchaser in its sole discretion at or prior to the Securities to be purchased as provided herein.
Closing): (bi) The Company understands that the Underwriters intend to make a public offering closing price per share of the Securities as soon after the effectiveness of this Agreement as in the judgment Common Stock of the Representatives is advisable, and initially to offer the Securities Purchaser on the terms set forth in Nasdaq National Market (the Time of Sale Information. The Company acknowledges and agrees that "CLOSING PRICE") on the Underwriters may offer and sell Securities first (1st) business day immediately prior to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
the Closing Date, (cii) Payment for and delivery the Closing Price of the Securities will be made at Common Stock of the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M.Purchaser on any day, New York City timeas selected by the Purchaser, on August 18, 2022, or at such other time or place within the ten (10) calendar day period ending on the same or such other date, not later than the fifth first (1st) business day thereafter, as immediately prior to the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
; or (diii) Payment the average Closing Price of the Common Stock of the Purchaser for the Securities shall be made by wire transfer in immediately available funds to the account(sten (10) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, calendar day period ending on the first (1st) business day immediately prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities Subject to the several Underwriters as provided in this Agreementterms and conditions herein contained, each Purchaser hereby purchases, and each Underwriterthe Company hereby sells to such Purchaser, on the basis number of shares of the representationsCompany's Class A Common Stock, warranties and agreements par value $0.10 per share (the "Class A Common Stock"), set forth herein and subject next to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s Purchaser's name in on Schedule 1 A attached hereto at a purchase price equal to 99.078% of $0.60 per share. In connection with the purchase and sale of the principal amount thereof plus accrued interestshares of Class A Common Stock hereunder, if anythe Purchasers will receive, from August 18for no additional consideration, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as warrants, substantially in the judgment form attached hereto at Exhibit A (the "Warrants"), to acquire the number of shares of Class A Common Stock set forth under the Representatives is advisableheading "Warrant Shares" on Schedule A (collectively, and initially the "Warrant Shares"), at an exercise price of $1.50 per share, subject to offer the Securities on the terms adjustment as set forth in the Time Warrants. Concurrently with the execution of Sale Information. The this Agreement, each Purchaser shall deliver to the Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate purchase price (as indicated on Schedule A hereto) for the shares of an Underwriter and that any such affiliate may offer and sell Securities Class A Common Stock being purchased by it in cash, check or wire transfer, in each case in immediately available funds, or any combination thereof, and the Company shall deliver to or through any Underwriter.
(c) Payment for such Purchaser a certificate representing the shares so purchased and the applicable Warrant. Such delivery of and payment for the Securities will shares of Class A Common Stock and the Warrants shall be made at the offices of Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M.LLP, New York City time00 Xxxxxxxxxx Xxxxx, on August 18Xxxxxx, 2022, Xxxxxxxxxx 00000 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Purchasers and the Company may agree upon in writingupon. The time and date shares of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities Class A Common Stock set forth on Schedule A hereto (collectively, the “Global Note”)"Shares") and the Warrants are sometimes herein collectively referred to as the "Securities." This Agreement and the Warrants are sometimes herein collectively referred to as the "Transaction Documents." The Securities will be offered and sold to the Purchasers without such offers and sales being registered under the Securities Act of 1933, with any transfer taxes payable in connection as amended (together with the sale rules and regulations of the Securities duly paid by and Exchange Commission (the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e"SEC") The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent ofpromulgated thereunder, the Company or any other person. Additionally"Securities Act"), neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be reliance on behalf of the Company or any other personexemptions therefrom.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078to: (i) 97.813% of the principal amount thereof of the 2031 Notes, and (ii) 96.815% of the principal amount of the 2051 Notes, in each case, plus accrued interest, if any, from August 18July 26, 2022 2021 to the Closing Date (as defined below)Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices New York City office of Xxxxxxx Xxxxxxx & Xxxxxxxx Procter LLP at 10:00 A.M., New York City time, on August 18July 26, 20222021, or at such other time or place on the same or such other date, not later than the fifth seventh business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes Transfer Taxes (as defined below) payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Company, the Manager and agrees the Guarantor acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Company, the Guarantor and the Manager with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantor, the Manager or any other person. Additionally, neither none of the Representatives nor any other Underwriter is advising the Company Company, the Guarantor, the Manager or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Company, the Guarantor and the Manager shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Company, the Guarantor or the Manager with respect thereto. Any review by the Representatives or any Underwriter of the Company, the Guarantor, the Manager and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives such Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantor, the Manager or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)respective purchase prices set forth in Schedule 2 hereto. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(ba) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(cb) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18May 28, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(dc) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the several Underwriters, of one or more global notes representing the each series of Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(ed) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees On the basis of the representations and warranties contained in, and subject to issue the terms and conditions of, this Agreement, the SLG Parties agree to sell the Securities to the several Underwriters as provided in this Agreement, and each the Securities. Each Underwriter, on the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agreesthis Agreement, severally and not jointly, agrees to purchase from the Company SLG Parties the respective aggregate principal amount of the Securities set forth opposite such Underwriter’s name their names in Schedule 1 hereto I hereto, at a purchase price equal to 99.07899.600% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided hereinthereof.
(ba) The Company understands SLG Parties understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges SLG Parties acknowledge and agrees agree that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter.
(cb) Payment Delivery of and payment for and delivery of the Securities will shall be made at the offices office of Xxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx LLP Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 A.M., New York City local time, on August 187, 20222018, or at such other time date or place on the same or such other date, not later than the fifth business day thereafter, as shall be determined by agreement between the Representatives and the Company may agree upon in writingSLG Parties. The This date and time and date of such payment and delivery is are sometimes referred to herein as the “Closing Date.”
(d) Payment for ” On the Securities Closing Date, SLG OP shall deliver or cause to be made by wire transfer in immediately available funds to delivered certificates representing the account(s) specified by the Company Notes to the Representatives against delivery payment of the purchase price by wire transfer of same-day funds. The certificates for the Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the nominee of The Depository Trust Company (“DTC”)DTC Agreement, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will and shall be made available electronically for inspection by the Representatives not later less than 1:00 P.M., New York City time, on the one full business day prior to the Closing Date.
(e) The Company acknowledges Date at a location in New York, New York as the Representatives may designate. Time shall be of the essence, and agrees delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. It is understood that each Underwriter is acting solely in has authorized the capacity of an arm’s length contractual counterparty Representatives, for its account, to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms accept delivery of, receipt for, and make payment of the offeringpurchase price for, the Securities it has agreed to purchase. Deutsche Bank Securities Inc., BMO Capital Markets Corp. and TD Securities (USA) LLC, individually and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal representatives of the transactions contemplated herebyUnderwriters, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and (but shall not be on behalf obligated to) make payment of the Company or purchase price for the Securities, to be purchased by any other personUnderwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Sl Green Operating Partnership, L.P.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell 2.1. On the Securities to Closing Date, upon the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein terms and subject to the conditions set forth herein, agreesthe Company will issue and sell to the Investors, and the Investors will purchase, severally and not jointly, to purchase from (i) the Company the respective principal amount number of Securities shares of Common Stock set forth opposite the name of such Underwriter’s name Investor under the heading “Number of Common Shares to be Purchased” on Exhibit A attached hereto (the “Schedule of Investors”) in Schedule 1 hereto at a price exchange for consideration equal to 99.078$5.75 per Common Share, (ii) the number of shares of Preferred Stock set forth opposite the name of such Investor under the heading “Number of Preferred Shares to be Purchased” on the Schedule of Investors in exchange for consideration equal to $57.50 per Preferred Share, and (iii) Warrants to purchase such number of Preferred Warrant Shares as set forth opposite the name of such Investor under the heading “Number of Preferred Warrant Shares Underlying Warrants” on the Schedule of Investors, each with an exercise price of $80.50 per Preferred Warrant Share.
2.2. Notwithstanding anything to the contrary herein and the Investors’ respective subscription amounts set forth on the Schedule of Investors, (a) the number of Common Shares purchased by an Investor (and its Affiliates) at the Closing hereunder shall not, when aggregated with all other shares of Common Stock owned by such Investor (and its Affiliates) at such time, result in such Investor beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, Common Stock issued and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in outstanding immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(ethe “Beneficial Ownership Maximum”), and (b) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect extent that an Investor determines, in its sole discretion, that pursuant to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf Investor would beneficially own Common Stock of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each excess of the provinces and territories Beneficial Ownership Maximum, then such Investor’s subscription amount, to the extent that it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be automatically adjusted, to the extent necessary, to provide for the Investor’s purchase of Canada (collectively, the “Canadian Securities Laws”)) Preferred Shares in Canada or to persons or companies in Canadalieu of Common Shares.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue On the Closing Date and sell the Securities to the several Underwriters effective as provided in this Agreement, and each Underwriter, on the basis of the representationsClosing (each as defined in Section 1.4 hereof), warranties and agreements set forth herein upon the terms and subject to the conditions set forth hereinof this Agreement, agreeseach of the Selling Securityholders shall severally, severally and not jointly, sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase from each of the Selling Securityholders, that number of Company the respective principal amount Shares and that number of Securities Company Warrants, each as set forth opposite the name of such Underwriter’s name Selling Securityholder on Exhibit A-2 hereto, free and clear of all options, pledges, security interests, voting agreements, trusts or similar arrangements, liens, charges or other encumbrances or restrictions on voting or transfer thereof ("ENCUMBRANCES"), in Schedule 1 hereto at a exchange for an aggregate purchase price equal of US$8 million (as defined in the recitals hereto, the "BASE CONSIDERATION"), payable by the Purchaser to 99.078% the Selling Securityholders in accordance with the following:
(a) US$4.86 million of the principal amount thereof plus accrued interest, if any, from August 18, 2022 Base Consideration shall be payable in cash (the "BASE CASH CONSIDERATION"); and
(b) US$3.14 million of the Base Consideration shall be payable in that number of shares of Common Stock of the Purchaser (the "BASE SHARE CONSIDERATION") determined by dividing (x) US$3.14 million by (y) the average of the closing prices per share for shares of Common Stock of the Purchaser on the Nasdaq National Market during the thirty (30) calender day period ending two (2) business days immediately prior to the Closing Date (as defined belowthe "AVERAGE PRICE"). The Company will not be obligated to deliver any ; provided, however, that in the event that the actual closing price for shares of Common Stock of the Securities except upon payment for all Purchaser on the Securities Nasdaq National Market on the business day immediately prior to the Closing Date (the "ACTUAL PRICE") is more than fifteen percent (15%) greater than the Average Price, the Average Price shall be purchased as adjusted upward by an amount equal to fifteen percent (15%) of the Average Price; and provided herein.
(b) The Company understands further that in the event that the Underwriters intend Actual Price is more than fifteen percent (15%) less than the Average Price, the Average Price shall be adjusted downward by an amount equal to make a public offering fifteen percent (15%) of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any UnderwriterAverage Price.
(c) Payment for The Base Cash Consideration and delivery the Base Share Consideration shall be allocated among the Selling Securityholders in accordance with, and in the manner set forth on, Exhibit A-2 hereto. The obligations of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities Selling Securityholders under this Section 1.1 shall be made by wire transfer several, and not joint; provided, however, that in immediately available funds addition to the account(s) specified by the Company other conditions to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account obligations of the Underwriters, of one or more global notes representing the Securities (collectivelyPurchaser set forth in Article V hereof, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and Purchaser shall not be on behalf obligated to purchase any Company Shares or Company Warrants pursuant to and in accordance with this Agreement unless and until each of the Selling Securityholders tenders to the Purchaser at the Closing all of the Company or any other person.
(f) Each Underwriter hereby representsShares and Company Warrants, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as if any, held by such term is defined in the applicable securities lawsSelling Securityholder, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canadacase as set forth on Exhibit A-2 hereto.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in pursuant to the terms of, and subject to the conditions set forth in, this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.144% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided hereinthereof.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may Guarantors acknowledge and agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto, other than the duties and obligations set forth in this Agreement. Any review by the Representatives or any other Underwriter of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such other Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (F&G Annuities & Life, Inc.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price equal to 99.078to: (i) 99.343% of the principal amount thereof of 2028 Notes and (ii) 98.930% of the principal amount of 2033 Notes, plus accrued interest, if any, from August 18March 30, 2022 2023 to the Closing Date (as defined below)Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on August 18March 30, 20222023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to of the Securities in book-entry form registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.058% of the principal amount thereof plus accrued interest, if any, from August 1816, 2022 2024 to the Closing Date (as defined below). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP US LLP, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 A.M., New York City time, on August 1816, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Transaction Entities acknowledge and agrees agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Transaction Entities with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Transaction Entities or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Transaction Entities or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Transaction Entities shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to either of the Company Transaction Entities with respect thereto. Any review by the Representatives or any Underwriter of the CompanyTransaction Entities, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of either of the Company Transaction Entities, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078(w) 99.606% of the principal amount thereof plus of the 2024 Notes, (x) 99.508% of the principal amount of the 2025 Notes, (y) 99.395% of the principal amount of the 2027 Notes and (z) 99.244% of the principal amount of the 2032 Notes, respectively, plus, in each case, accrued interest, if any, from August 18April 14, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18April 14, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing each of the Securities 2024 Notes, the 2025 Notes, the 2027 Notes and the 2032 Notes (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Take Two Interactive Software Inc)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price equal to 99.078the sum of (i) 105.667% of the principal amount thereof of the Securities, plus accrued interest, if any, from August 18, 2022 (ii) an amount equal to the interest on the Securities that would have accrued from March 15, 2017, had the Securities been issued and outstanding on such date to, but not including, the Closing Date (as defined below)Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on August 18March 28, 20222017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementagreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.087% of the principal amount thereof plus accrued interest, if any, from August 18December 1, 2022 2023 to the Closing Date (as defined below). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Fried, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP at 10:00 9:00 A.M., New York City time, on August 18December 1, 20222023, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Operating Partnership and agrees each of the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Guarantors and the Operating Partnership shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the CompanyOperating Partnership, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Operating Partnership or any Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.572% of the principal amount thereof plus accrued interest, if any, from August 18May 26, 2022 2023 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in respect of the transactions contemplated hereby. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriters shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by any Representative or Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Representative or Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.
(d) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Sxxxxxxx & Xxxxxxxx LLP Cxxxxxxx, 100 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 or about 8:00 A.M., New York City time, on August 18May 26, 20222023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(de) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Amcor PLC)
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a the price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)set forth in Schedule 2. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on August 18December 7, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the several Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Flex Ltd.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.506% of the principal amount thereof plus accrued interest, if any, from August 18May 25, 2022 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in respect of the transactions contemplated hereby. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriters shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by any Representative or Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Representative or Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.
(d) Payment for and delivery of the Securities will be made at the offices of Sxxxxxxx & Cxxxxxxx, Lxxxx 00, 0 Xxxxxxx Xxxxxxx & Xxxxxxxx LLP Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxxxx at 10:00 or about 8:00 A.M., New York City time, on August 18May 25, 20222021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(de) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Amcor PLC)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.03% of the principal amount thereof plus accrued interest, if any, from August 18June 16, 2022 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18June 16, 20222017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person, as the case may be.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (American Equity Investment Life Holding Co)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.986% of the principal amount thereof plus of the Securities, plus, in each case, accrued interest, if any, from August 18June 12, 2022 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(ba) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(cb) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP electronically at 10:00 A.M.a.m., New York City time, on August 18June 12, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(dc) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with Notes”),with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives electronically not later than 1:00 P.M.4:00 p.m., New York City time, on the business day prior to the Closing Date.
(ed) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.550% of the principal amount thereof plus accrued interest, if any, from August 18June 19, 2022 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in respect of the transactions contemplated hereby. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriters shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by any Representative or Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Representative or Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.
(d) Payment for and delivery of the Securities will be made at the offices of Sxxxxxxx & Cxxxxxxx, Lxxxx 00, 0 Xxxxxxx Xxxxxxx & Xxxxxxxx LLP Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxxxx at 10:00 or about 8:00 A.M., New York City time, on August 18June 19, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(de) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Amcor PLC)
Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) The the Company agrees to issue and sell the Securities to the several Underwriters as provided in this AgreementUnderwriter, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price per share of $ , the Firm Securities; provided, however, that the purchase price per share will be $ for up to shares of Common Stock [$2 million limit] included in the Firm Securities, which shares may be purchased by directors, executive officers and founding directors of the Company and the respective principal Bank solely at any office of the Underwriter; and (b) in the event and to the extent that the Underwriter shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Company, at the purchase price per share of $ , that number of Optional Securities as to which such election shall have been exercised. The Company grants the Underwriter the right to purchase, at its election up to Optional Securities, at the purchase price per share of $ , for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities set forth opposite to be purchased by the Underwriter, and the date on which such Underwriter’s name Optional Securities are to be delivered, as determined by you but in Schedule 1 hereto at a price equal to 99.078% of no event earlier than the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing First Delivery Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(bin Section 4 hereof) The Company understands that the Underwriters intend to make a public offering of the Securities as soon or, unless you otherwise agree in writing, earlier than two or later than seven business days after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Datenotice.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth, (a) The the Company agrees to issue and sell the Securities to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto Company, at a purchase price equal per share of $_____ , the number of Firm Securities (to 99.078% be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the principal amount thereof plus accrued interestCompany by a fraction, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any numerator of which is the Securities except upon payment for all the aggregate number of Firm Securities to be purchased by such Underwriter as provided herein.
set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company hereunder and (b) The Company understands in the event and to the extent that the Underwriters intend shall exercise the election to make a public offering purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price set forth in clause (a) of this Section 2, that portion of the number of Optional Securities as soon after to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the effectiveness numerator of this Agreement which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto, and the judgment denominator of which is the maximum number of Optional Securities which all of the Representatives is advisableUnderwriters are entitled to purchase hereunder . The Company grants the Underwriters the right to purchase at their election up to _______________ Optional Securities, and initially to offer at the Securities on the terms purchase price per share set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)preceding paragraph, for the account sole purpose of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable covering overallotments in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.the
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.243% of the principal amount thereof thereof, plus accrued interest, if any, from August 18January 30, 2022 2024 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package (as defined below). The Company Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP LLP, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on August 18January 30, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuer. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company Issuer acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer, on the one hand, and the several Underwriters, on the other, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty Issuer with respect to the Company offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Agreement, (iv) the Underwriters have not provided any legal, accounting, regulatory, investment or tax advice with respect to the offering of the Securities contemplated hereby and the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate, and (including v) none of the activities of the Underwriters in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein constitutes a recommendation, and investment advice or solicitation of any action by the Underwriters shall have no responsibility with respect to any entity or liability natural person. The Issuer agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company Issuer in connection with respect such transaction or the process leading thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (American Homes 4 Rent, L.P.)
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078106.639% of the principal amount thereof of the Securities, plus accrued interestinterest from June 6, if any, from August 18, 2022 2019 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Dxxxx Xxxx & Xxxxxxxx LLP Wxxxxxxx LLP, 1000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on August 18November 7, 20222019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the several Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Flex Ltd.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in pursuant to the terms of, and subject to the conditions set forth in, this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.713% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided hereinthereof.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may Guarantors acknowledge and agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto, other than the duties and obligations set forth in this Agreement. Any review by the Representatives or any other Underwriter of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such other Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (F&G Annuities & Life, Inc.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Company, the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 99.078of 98.004% of the principal amount thereof plus accrued interest, if any, from August 18May 21, 2022 2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter pursuant to the terms and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriterconditions set forth herein.
(c) Payment for and delivery of the Securities will shall be made at the offices of Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on August 18May 21, 20222024, or at such other time or place on the same or such other datedate thereafter, but not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters as it deems appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or any other personCompany.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price equal to 99.078% the prices set forth in Schedule 2 hereto of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx King & Xxxxxxxx Spalding LLP at 10:00 A.M., New York City time, on August 18July 27, 20222023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither none of the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives any Representative or any Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives such Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company or the Guarantors, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Heico Corp)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price equal to 99.07899.239% of the principal amount thereof plus accrued interest, if any, from August 18September 15, 2022 2023 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Dxxxx Xxxx & Xxxxxxxx LLP Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on August 18September 15, 20222023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, date as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Horace Mann Educators Corp /De/)
Purchase and Sale of the Securities. (a) The Company agrees Subject to issue ----------------------------------- the terms and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreeson the Closing Date (as hereinafter defined), the Company shall issue, sell and deliver to each Purchaser, and each Purchaser, acting severally and not jointly, to shall purchase from the Company Company, (A) the respective principal amount number of Securities Shares set forth opposite the name of such Underwriter’s Purchaser on Schedule I hereto under the caption "Shares" and (B) a warrant to purchase the number of shares of Common Stock set forth opposite the name in of such Purchaser on Schedule 1 I hereto at a price equal to 99.078% of under the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided hereincaption "Warrants".
(b) The On the Closing Date, the Company understands that the Underwriters intend shall issue to make each Purchaser (i) a public offering of the Securities as soon after the effectiveness of this Agreement as certificate in definitive form (a "Stock Certificate"), registered in the judgment ----------------- name of such Purchaser, representing the Representatives is advisable, number of Shares being purchased by such Purchaser hereunder and initially to offer the Securities on the terms set forth (ii) a certificate in the Time form of Sale Information. The Company acknowledges and agrees that Exhibit A to the Underwriters may offer and sell Securities to or through any affiliate Warrant Agreement (as hereinafter defined) (a "Warrant Certificate"), registered ------------------- in the name of an Underwriter and that any such affiliate may offer and sell Securities Purchaser, representing the number of Warrants being purchased by it to or through any Underwritersuch Purchaser hereunder.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon As payment in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment full for the Securities being purchased by such Purchaser on the Closing Date, and against delivery thereof as aforesaid, on the Closing Date, each Purchaser, acting severally and not jointly, shall be made by wire transfer in to the account designated on Schedule II hereto immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity amount set forth opposite the name of an arm’s length contractual counterparty to such Purchaser on Schedule I hereto under the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other personcaption "Purchase Price".
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Securities Purchase Agreement (Concentra Operating Corp)
Purchase and Sale of the Securities. (a) The Company hereby agrees to issue and to sell the Securities to the several Underwriters as provided in this AgreementSubscriber, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Subscriber hereby agrees to purchase from the Company Company, the respective principal amount number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto Units at a price equal to 99.078% $1.50 per Unit and for the aggregate subscription amount set forth on the signature page hereto. Upon the acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber (or the Escrow Agent if the Minimum Offering has not yet been satisfied) the following: (i) a share certificate for shares of Common Stock and (ii) a Warrant Agreement evidencing the right to purchase shares of Common Stock (each evidencing the number of shares of Common Stock corresponding to the number of Units subscribed for), against payment in U.S. Dollars of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date Purchase Price (as defined below). The ) to the Company will or if the Minimum Offering has not be obligated yet been satisfied, to deliver any of the Securities except upon payment for all the Securities to be purchased as provided hereinEscrow Agent.
(b) The Company understands that Subscriber has hereby delivered and paid concurrently herewith the Underwriters intend purchase price (the "Purchase Price") set forth on the signature page hereof required to make a public offering of purchase the Securities subscribed for hereunder which amount has been paid in U.S. Dollars by cash, wire transfer or check, subject to collection, to the order of "Bxxxx Xxxxxxx Bxxxxxx Israels LLP as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any UnderwriterEscrow Agent."
(c) Payment Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of up to 3,500,000 Units or such greater number as will result in net proceeds of $5,250,000, which offering is being made on a "best efforts - all or none" basis for a minimum of 350,000 Units or such lesser number as will result in net proceeds of $525,000 (the "Minimum Offering") and delivery a maximum of 3,500,000 Units or such greater number as will result in net proceeds of $5,250,000 (the Securities "Maximum Offering"). Subscriber understands that payments hereunder as to the Minimum Offering will be held in an escrow account established by the Company, and released to the Company if the Minimum Offering is reached within the Offering Period (as described in the Memorandum) or any extended period. If the Minimum Offering is not obtained within the Offering Period or any extended period, the funds held therein will be returned to the investors without interest or deduction. Subscriber also understands that all funds received hereunder after the Minimum Offering is reached will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Subscription Agreement (Velocity Asset Management Inc)
Purchase and Sale of the Securities. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementagreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.323% of the principal amount thereof plus accrued interest, if any, from August 1812, 2022 2024 to the Closing Date (as defined below). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxx, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP at 10:00 9:00 A.M., New York City time, on August 1812, 20222024, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Operating Partnership and agrees each of the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Guarantors and the Operating Partnership shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the CompanyOperating Partnership, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Operating Partnership or any Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 99.078of 99.353% of the principal amount thereof thereof, plus accrued interest, if any, from August 18May 28, 2022 2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any ) hereunder, the principal amount of Securities set forth in the Securities except upon payment for all the column “Principal Amount of Securities to be purchased as provided hereinPurchased” opposite the name of such Underwriter in Schedule 1.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at 10:00 9:30 A.M., New York City time, on August 18May 28, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities Subject to the several Underwriters as provided in terms and conditions of this Agreement, each Purchaser hereby irrevocably subscribes for and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase Securities from the Company for the respective principal aggregate purchase price set forth on the signature page of such Purchaser hereto (the "Subscription Amount"). The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the quotient obtained by dividing (x) the Subscription Amount, by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of three (3) shares of Common Stock for every twenty (20) Shares purchased hereunder, rounded down to the nearest whole number. The aggregate amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a to be issued pursuant to the Offering shall not exceed TWO MILLION ONE HUNDRED THIRTY THOUSAND (2,130,000) Shares and Warrants to purchase THREE HUNDRED NINETEEN THOUSAND FIVE HUNDRED (319,500) shares of Common Stock. For purposes of this Agreement, the "Offering Price" shall be FIVE AND 85/100THS ($5.85) per share, which shall be the price equal per Share to 99.078% be paid by the Purchasers. The "Aggregate Purchase Price", representing the aggregate payment for all of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date Securities shall be TWELVE MILLION FOUR HUNDRED SIXTY THOUSAND FIVE HUNDRED DOLLARS (as defined below$12,460,500). The Company will not be obligated to deliver any of Purchasers shall pay the Aggregate Purchase Price for the Securities except upon payment for all being purchased by the Securities Purchasers by wire transfer of immediately available funds to be purchased as provided hereinan escrow account designated by the Company at the Bank of New York.
(b) The As soon as practicable, but no later than three (3) business days after the date on which the Offering Price is determined (the "Pricing Date"), the Company understands that the Underwriters intend to make a public offering shall hold an initial closing of the Securities as soon after Offering (the effectiveness of this Agreement as in "Closing"). There is no minimum subscription amount required for the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationClosing. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made Closing shall take place at the offices of Xxxxxxx Xxxxxxx Sheppard Mullin Richter & Xxxxxxxx LLP at 10:00 A.M.Hampton, New York City timeLLP, on August 18800 Anacapa Street, 2022Santa Bxxxxxx, or at such other time or place on the same or such other dateXxxxxxxxxx 00001 xx 00:00 am, not later than the fifth business day thereafterXxxxxxxxxx xxxx, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred xx xxxx xxxxx xxxx xx xxxxx xxxxxx to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to parties. In the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of event there is more than one or more global notes representing the Securities (collectivelyclosing, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior term "Closing" shall apply to the Closing Dateeach such closing unless otherwise specified herein.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Securities Purchase Agreement (Iris International Inc)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.002% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx Xxxxx LLP at 10:00 A.M., New York City time, on August 18May 17, 20222018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)$932.50 per Security. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18January 30, 20222023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), ) (A) for the account of the Underwriters, of one or more global notes securities representing the Securities (collectivelythe “Global Units”), (B) for the account of the Unit Agent, global securities representing the Underlying Notes (the “Global Notes”) and (C) for the account of the Unit Agent, the Underlying Common Stock (together with the Global Units and the Global Notes, the “Global NoteDTC Securities”), in each case with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Electronic copies of the Global Note Units and the Global Notes will be made available electronically for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. The DTC Securities will be registered in the name of Cede & Co., as nominee of DTC.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated herebyTransactions, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the transactions contemplated hereby Guarantors, and the Transactions or other matters relating to such transactions Transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities of:
i. the 2026 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.391% of the principal amount thereof plus accrued interest, if any, from August 18May 13, 2022 2020 to the Closing Date (as defined below)Date;
ii. the 2028 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.275% of the principal amount thereof plus accrued interest, if any, from May 13, 2020 to the Closing Date;
iii. the 2031 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.482% of the principal amount thereof plus accrued interest, if any, from May 13, 2020 to the Closing Date;
iv. the 2040 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.150% of the principal amount thereof plus accrued interest, if any, from May 13, 2020 to the Closing Date;
v. the 2051 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.114% of the principal amount thereof plus accrued interest, if any, from May 13, 2020 to the Closing Date; and
vi. the 2060 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.107% of the principal amount thereof plus accrued interest, if any, from May 13, 2020 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter; provided that such offers and sales shall be made in accordance with the provisions of this Agreement.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M.a.m., New York City time, on August 18May 13, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantor acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or the Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.226% of the principal amount thereof of the Securities, plus accrued interest, if any, from August 18February 20, 2022 2024, to the Closing Date (as defined below)Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLP Mxxxx LLP, 800 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on August 18February 20, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.726% of the principal amount thereof plus accrued interest, if any, from August 18May 4, 2022 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Hunton Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx LLP at 10:00 A.M., New York City time, on August 18May 4, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07897.650% of the principal amount thereof plus accrued interest, if any, from August 18March 13, 2022 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18March 13, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.750% of the principal amount thereof plus accrued interest, if any, from August 18May 10, 2022 2023 to the Closing Date (as defined belowherein). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter; provided that such offers and sales shall be made in accordance with the provisions of this Agreement.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx Xxxxx LLP at 10:00 A.M.a.m., New York City London time, on August 18May 10, 20222023, or at such other time or place on the same or such other date, date as the Representative and the Company may agree upon in writing not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) The Securities to be purchased by each Underwriter hereunder will be represented by one or more global notes in book-entry form. Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to a common depositary of Euroclear Bank, SA/NV as operator of the nominee of The Depository Trust Company Euroclear System (“DTCEuroclear”)) and Clearstream Banking, S.A. (“Clearstream”) or their respective nominees , for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the initial sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives Representative not later than 1:00 P.M., New York City London time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantor acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantor or any other person. Additionally, neither none of the Representatives nor Representative or any other Underwriter is advising the Company Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters Representative or any other Underwriter shall have no any responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantor or any other person. The Company and the Guarantor agree that they will not claim that the Underwriters, or any of them, has rendered services of any nature, or owes a fiduciary or similar duty to the Company or the Guarantor, in connection with the purchase and distribution of the Securities pursuant to this Agreement or the process leading thereto.
(f) Each Underwriter hereby represents, covenants The Underwriters agree as between themselves that they will be bound by and agrees will comply with the Company International Capital Market Association Standard Form Agreement Among Managers Version 1 / New York Law Schedule (the “Agreement Among Managers”) and further agree that neither it nor any affiliate will directly or indirectly undertake a distribution (i) references in the Agreement Among Managers to the “Lead Manager”, the “Joint Bookrunners”, the “Settlement Lead Manager” and to the “Stabilising Manager” shall mean the Representative and (ii) Clause 3 of the Agreement Among Managers shall not apply. For the purposes of the Agreement Among Managers, each Underwriter’s Commitment (as such term is defined in the applicable securities laws, rules, regulations Agreement Among Managers) is set out opposite its name in Schedule 1 to this Agreement and published policy statements, blanket orders, orders, national references to “Securities” shall mean the Floating Rate Senior Notes due 2025. Where there are any inconsistencies between this Agreement and local instruments and notices applicable in each of the provinces and territories of Canada (collectivelyAgreement Among Managers, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canadaterms of this Agreement shall prevail.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078101.004% of the principal amount thereof plus accrued interestinterest from April 1, if any, from August 18, 2022 2024 to the Closing Date (as defined below) (if the Closing Date is August 12, 2024, accrued interest shall be $4,639,583.33). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx LLP at 10:00 A.M., New York City time, on August 1812, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.202% of the principal amount thereof plus accrued interest, if any, from August 18November 10, 2022 2023 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices office of Xxxxxxx Xxxxxxx Lxxxxx & Xxxxxxxx LLP Wxxxxxx LLP, 300 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M., New York City time, on August 18November 10, 20222023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) accounts specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other personperson (irrespective of whether such Underwriter has advised or is currently advising any Ares Entity (as defined below) on other matters). Additionally, neither none of the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdictionjurisdiction with respect to the offering of the Securities contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising any Ares Entity on other matters). The Company and the Guarantors agree that, in connection with the purchase and sale of the Securities pursuant to the Agreement or the process leading thereto, none of the Representatives nor any of the Underwriters, or any of them, has advised the Company, the Guarantors or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a fiduciary or similar duty to the Company or the Guarantors. The Underwriters and their respective affiliates may be engaged in a broad range of transactions directly or indirectly involving the Company or the Guarantors, and may in some cases have interests that differ from or conflict with those of the Company and the Guarantors. The Company and the Guarantors hereby consent to each Underwriter acting in the capacities described in the preceding sentence, and the parties to this Agreement acknowledge that any such transaction is a separate transaction from the sale of the Securities contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or duty to any other party hereto with respect to or arising from its acting in such capacity, except to the extent set forth in any prior separate agreement relating to such other transaction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or the Guarantors, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementagreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.147% of the principal amount thereof plus accrued interest, if any, from August 18September 22, 2022 2021 to the Closing Date (as defined below). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP at 10:00 9:00 A.M., New York City time, on August 18September 22, 20222021, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Operating Partnership and agrees each of the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Guarantors and the Operating Partnership shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the CompanyOperating Partnership, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Operating Partnership or any Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.341% of the principal amount thereof plus accrued interest, if any, from August 18January 23, 2022 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18January 23, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees On the basis of the representations and warranties contained in, and subject to issue the terms and conditions of, this Agreement, the SLG Parties agree to sell the Securities to the several Underwriters as provided in this Agreement, and each the Securities. Each Underwriter, on the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, agreesthis Agreement, severally and not jointly, agrees to purchase from the Company SLG Parties the respective aggregate principal amount of the Securities set forth opposite such Underwriter’s name their names in Schedule 1 hereto I hereto, at a purchase price equal to 99.07899.293% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided hereinthereof.
(ba) The Company understands SLG Parties understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges SLG Parties acknowledge and agrees agree that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter.
(cb) Payment Delivery of and payment for and delivery of the Securities will shall be made at the offices office of Xxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx LLP Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 A.M., New York City local time, on August 18October 5, 20222017, or at such other time date or place on the same or such other date, not later than the fifth business day thereafter, as shall be determined by agreement between the Representatives and the Company may agree upon in writingSLG Parties. The This date and time and date of such payment and delivery is are sometimes referred to herein as the “Closing Date.”
(d) Payment for ” On the Securities Closing Date, SLG OP shall deliver or cause to be made by wire transfer in immediately available funds to delivered certificates representing the account(s) specified by the Company Notes to the Representatives against delivery payment of the purchase price by wire transfer of same-day funds. The certificates for the Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the nominee of The Depository Trust Company (“DTC”)DTC Agreement, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will and shall be made available electronically for inspection by the Representatives not later less than 1:00 P.M., New York City time, on the one full business day prior to the Closing Date.
(e) The Company acknowledges Date at a location in New York, New York as the Representatives may designate. Time shall be of the essence, and agrees delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. It is understood that each Underwriter is acting solely in has authorized the capacity of an arm’s length contractual counterparty Representatives, for its account, to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms accept delivery of, receipt for, and make payment of the offering) purchase price for, the Securities it has agreed to purchase. Xxxxx Fargo Securities, LLC and X.X. Xxxxxx Securities LLC, individually and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal representatives of the transactions contemplated herebyUnderwriters, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and (but shall not be on behalf obligated to) make payment of the Company or purchase price for the Securities, to be purchased by any other personUnderwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Sl Green Operating Partnership, L.P.)
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.957% of the principal amount thereof of the Securities, plus accrued interest, if any, from August 18June 6, 2022 2019 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP LLP, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on August 18June 6, 20222019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the several Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Flex Ltd.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price equal to 99.078to: (i) 100.022% of the principal amount thereof of Floating Rate Notes, (ii) 99.678% of the principal amount of 2021 Notes, (iii) 99.384% of the principal amount of 2023 Notes, (iv) 99.127% of the principal amount of 2027 Notes, (v) 98.663% of the principal amount of 2031 Notes and (vi) 98.335% of the principal amount of 2039 Notes, in each case plus accrued interest, if any, from August 18March 7, 2022 2019 to the Closing Date (as defined below)Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City London time, on August 18March 7, 20222019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to of the nominee of The Depository Trust Company Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme (“DTCClearstream”) and Euroclear Bank S.A./N.V. (“Euroclear”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City London time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.834% of the principal amount thereof thereof, plus accrued interest, if any, from August 18December 9, 2022 2024 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package (as defined below). The Company Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Pxxx Xxxxxxxx LLP LLP, 500 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on August 18December 9, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuer. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company Issuer acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer, on the one hand, and the several Underwriters, on the other, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty Issuer with respect to the Company offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Agreement, (iv) the Underwriters have not provided any legal, accounting, regulatory, investment or tax advice with respect to the offering of the Securities contemplated hereby and the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate, and (including v) none of the activities of the Underwriters in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein constitutes a recommendation, and investment advice or solicitation of any action by the Underwriters shall have no responsibility with respect to any entity or liability natural person. The Issuer agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company Issuer in connection with respect such transaction or the process leading thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (American Homes 4 Rent, L.P.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.80% of the principal amount thereof plus accrued interest, if any, from August 18October 28, 2022 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, and delivery of the Securities will be made made, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on August 18October 28, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) ” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(ed) The Company acknowledges and agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person, and the offering of Securities contemplated hereby does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters. Additionally, neither none of the Representatives nor or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting accounting, financial or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and each shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or any other personCompany.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.75% of the principal amount thereof plus accrued interest, if any, from August 18September 13, 2022 2019 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives The Company and the Company may Guarantors acknowledge and agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative [[DMS:5220859v6:9/4/2019 2:01:34 PM nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Subject to the terms and conditions set forth herein, the Issuer agrees to issue and sell the Securities to the several Underwriters Initial Purchasers as provided in this Agreement, and each UnderwriterInitial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such UnderwriterInitial Purchaser’s name in Schedule 1 hereto plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase at a price equal the respective issue prices of, (i) with respect to 99.078the MOP Notes, 100% of the principal amount thereof thereof, and (ii) with respect to the HK$ Notes, 100% of the principal amount thereof, in each case, net of the Commissions (as defined below) (the sum of (i) and (ii), the “Aggregate Purchase Price”), plus any accrued interest, if any, from August 18May 12, 2022 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands Issuer and the Guarantor understand that the Underwriters Initial Purchasers intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for sale on the terms set forth in the Time of Sale Information. The Company Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) neither it nor any of its affiliates, nor any person acting on its or their behalf, has engaged in or will engage in any “directed selling efforts” (as defined in Regulation S under the Securities Act); and
(ii) it and its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, or “Regulation D”) have only offered, sold or delivered and will only offer, sell or deliver the Securities in offshore transactions in accordance with Rule 903 of Regulation S under the Securities Act and the restrictions of the specific jurisdictions as set forth in the section titled “Plan of Distribution – Selling Restrictions” of the Time of Sale Information and the Final Offering Memorandum.
(c) Each Initial Purchaser acknowledges and agrees that the Underwriters Issuer and the Guarantor and, for purposes of the “non-registration opinion” to be delivered to the Initial Purchasers pursuant to Sections 5(g) and 5(k), counsel for the Issuer and the Guarantor and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in Section 1(b) above (including the “Plan of Distribution” section of the Time of Sale Information and the Final Offering Memorandum), and each Initial Purchaser hereby consents to such reliance.
(d) Each of the Issuer and the Guarantor acknowledges and agrees that (i) the Initial Purchasers may offer and sell Securities to or through any affiliate of an Underwriter Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
Initial Purchaser; and (cii) Payment that an Initial Purchaser or any affiliate of an Initial Purchaser may purchase the Securities and be allocated the Securities for asset management and/or proprietary purposes and delivery not with a view to distribution, in each case, in accordance with the restrictions set forth in the section titled “Plan of Distribution – Selling Restrictions” of the Securities will be made at the offices Time of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Sale Information and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateFinal Offering Memorandum.
(e) The Company Each of the Issuer and the Guarantor acknowledges and agrees that (i) each Underwriter Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company Issuer and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. AdditionallyIssuer, neither the Representatives nor any other Underwriter is advising the Company Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters and (ii) in any jurisdiction. The Company shall consult connection with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal the offering of the transactions contemplated herebySecurities, or any other services the Initial Purchasers may be deemed to be providing hereunder, notwithstanding any pre-existing relationship, advisory or otherwise, between the parties: (A) no fiduciary or agency relationship between the Issuer and the Guarantor, on the one hand, and the Underwriters shall have no responsibility Initial Purchasers, on the other, exists; (B) the Initial Purchasers are not acting as advisors or liability otherwise, to the Company Issuer or the Guarantor, including, without limitation, with respect thereto. Any review by to the Representatives or any Underwriter determination of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit purchase price of the Representatives or such Underwriter, as the case may beSecurities, and shall not be such relationship between the Issuer and the Guarantor, on behalf of the Company or any other person.
(f) Each Underwriter hereby representsone hand, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term Initial Purchasers, on the other, is defined in the applicable securities lawsentirely and solely commercial, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.based on arms-length negotiations;
Appears in 1 contract
Samples: Purchase Agreement
Purchase and Sale of the Securities. (a) The Company Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount of Securities Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.792% of the principal amount thereof plus accrued interest, if any, from August 18February 7, 2022 2018 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package (as defined below). The Company Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx LLP Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 00000 at 10:00 A.M., New York City time, on August 18February 7, 20222018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuer. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Issuer and agrees the Guarantor acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and the Guarantor, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer or the Guarantor, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to Issuer or the Company Guarantor with respect to the offering of Securities contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Guarantor on other matters) or any other obligation to the Issuer or the Guarantor except the obligations expressly set forth in this Agreement and (iv) each of the Issuer and the Guarantor has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Issuer and the Guarantor agrees that it will not claim that the Underwriters, or either of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Guarantor in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect process leading thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (American Homes 4 Rent, L.P.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.275% of the principal amount thereof plus accrued interest, if any, from August 18March 9, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP at 10:00 A.M., New York City time, on August 18March 9, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementagreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078102.457% of the principal amount thereof plus accrued interestinterest from October 1, if any, from August 18, 2022 2024 to the Closing Date (as defined below). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Fried, Xxxxx, Harris, Xxxxxxx & Xxxxxxxx LLP at 10:00 9:00 A.M., New York City time, on August 18December 5, 20222024, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Operating Partnership and agrees each of the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Guarantors and the Operating Partnership shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the CompanyOperating Partnership, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Operating Partnership or any Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company hereby agrees to issue and to sell the Securities to the several Underwriters as provided in this AgreementSubscriber, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, Subscriber hereby agrees to purchase from the Company Company, a number of Units for the respective principal aggregate subscription amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at on the signature page hereto. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a price equal to 99.078% Note, and warrant certificates evidencing each of the principal amount thereof plus accrued interestADM Warrant and the AAN Warrant, if any, from August 18, 2022 to subscribed for against payment in U.S. Dollars of the Closing Date Purchase Price (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that Subscriber has hereby delivered and paid concurrently herewith the Underwriters intend to make a public offering of purchase price (the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities "Purchase Price") set forth on the terms set forth signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the Time order of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter"American Stock Transfer & Trust Company, ADM Tronics Unlimited, Inc. Escrow Account."
(c) Payment for Subscriber understands and delivery acknowledges that this subscription is part of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and a proposed placement by the Company may agree upon in writing. The time and date of such payment and delivery up to $3,500,000 of Units, which offering is referred to herein as being made on a "best efforts" basis for a maximum of 35 Units (the “Closing Date"Maximum Offering").”
(d) Payment for At each closing of this transaction (the Securities shall be made by wire transfer in immediately available funds to the account(s"Closing"), (1) specified by the Company shall deliver to or as directed by Subscriber (i) the Representatives against delivery Notes to be acquired by Subscriber at the nominee Closing, in the form attached as Exhibit A, attached hereto, in the principal amount set forth beside Subscriber's name below, (ii) a warrant certificate evidencing the ADM Warrants to be issued to Subscriber, in the form attached as Exhibit B attached hereto, (iii) a warrant certificate evidencing the AAN Warrants to be issued to Subscriber at the Closing, in the form attached as Exhibit C attached hereto, and (iv) the opinion of The Depository Trust Company counsel to ADM and AAN of a legal opinion in form and substance satisfactory to Subscriber's counsel, and (“DTC”), for the account of the Underwriters, of one iv) all other instruments and writings required to have been delivered at or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
by the Company pursuant to this Agreement; and (e2) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty Subscriber shall deliver or cause to be delivered to the Company (1) by check or wire transfer of immediately available funds in accordance with respect the Company's written wire instructions, its respective share of the aggregate of $3,500,000 for the purchase of the Units, and (ii) all documents, instruments and writings required to have been delivered at or prior to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as Closing by Subscriber pursuant to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other personthis Agreement.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Subscription Agreement (Adm Tronics Unlimited Inc/De)
Purchase and Sale of the Securities. (a) The On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)respective purchase prices set forth in Schedule 2 hereto. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(ba) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(cb) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August May 18, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(dc) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account respective accounts of the several Underwriters, of one or more global notes representing the each series of Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(ed) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.037% of the principal amount thereof plus accrued interest, if any, from August 18November 5, 2022 2018 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Hunton Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx LLP at 10:00 A.M., New York City time, on August 18November 5, 20222018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Initial Securities to the several Underwriters as provided in pursuant to the terms of, and subject to the conditions set forth in, this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Initial Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078(i) [_____]% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 for retail orders (aggregating to a $[_____] purchase price in respect of $[_____] aggregate principal amount of the Initial Securities) (the “Retail Purchase Price”) and (ii) [_____]% of the principal amount thereof for institutional orders (aggregating to a $[_____] purchase price in respect of $[_____] aggregate principal amount of the Initial Securities). Subject to the terms and conditions and in reliance upon the representations and warranties set forth in this Agreement, the Company hereby grants an option (the “Option”) to the several Underwriters to purchase, severally and not jointly, the Option Securities at the Retail Purchase Price, which Option may be exercised solely to cover overallotments in the sale of the Initial Securities by the Underwriters. The Option may be exercised in whole or in part at any time during the 30-day period from, and including, the Time of Sale, upon written notice by the Representatives to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are exercising the Option, the time and date of payment and delivery for such Option Securities (any such time and date, the “Option Closing Date”) and the place of payment and delivery for such Option Securities. The Option Closing Date and any such place of payment and delivery shall be determined by the Representatives, but shall not be prior to the Initial Closing Date (as defined below)) or, if after the Initial Closing Date, not earlier than two full business days (or, in the case of an Option Closing Date occurring on the Initial Closing Date, one full business day) after the exercise of the Option, unless otherwise agreed upon by the Representatives and the Company. If the Option is exercised as to all or any portion of the Option Securities, each of the Underwriters, severally and not jointly, agrees to purchase that proportion of the aggregate principal amount of Option Securities then being purchased that the aggregate principal amount of Initial Securities set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate principal amount of Initial Securities, subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of an incremental principal amount of Option Securities less than $25. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may Guarantors acknowledge and agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto, other than the duties and obligations set forth in this Agreement. Any review by the Representatives or any other Underwriter of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such other Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Fidelity & Guaranty Life Holdings, Inc.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)i) $24.2125 per Security for retail orders and (ii) $24.50 per Security for institutional orders. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP at 10:00 A.M., New York City time, on August 18June 17, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery of the Securities is referred to herein as the “Closing Date.”
(d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes Depositary Receipts representing the Securities (collectively, the “Global Note”)Securities, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person, as the case may be.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (American Equity Investment Life Holding Co)
Purchase and Sale of the Securities. (a) The Subject to the conditions set forth herein, the Company agrees to issue and sell the Securities Notes, and the Guarantors agree to issue the Guarantees of the Notes, to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company (a) in the case of the 2027 Notes, the respective principal amount of Securities 2027 Notes set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price equal to 99.07899.471% of the principal amount thereof thereof, and (b) in the case of the 2034 Notes, the respective principal amount of 2034 Notes set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 99.080% of the principal amount thereof, in each case, plus accrued interest, if any, from August 18March 21, 2022 2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationDisclosure Package. The Company acknowledges and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Pxxx Xxxxxxxx LLP LLP, 500 Xxxxx Xxxxxx Xxxxxx, Xxxxxx-Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 10:00 A.M., New York City time, on August 18March 21, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionjurisdiction in connection with the offer and sale of the Securities. The Company and the Guarantors shall each consult with its own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, Agreement and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078(i) 99.750% of the principal amount thereof of the 2020 Floating Rate Notes, (ii) 99.214% of the principal amount of the 2023 Notes, (iii) 99.274% of the principal amount of the 2025 Notes and (iv) 99.086% of the principal amount of the 2028 Notes, in each case, plus accrued interest, if any, from August 18April 19, 2022 2018 to the Closing Date (as defined below) (collectively, the “Purchase Price”). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. .
(c) The Company Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
; provided that (ci) Payment for such offers and delivery sales are made on the basis of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives representations and the Company may agree upon in writing. The time and date warranties of such payment Underwriter and delivery is referred to herein otherwise in accordance with the provisions of this Agreement as the “Closing Dateif such affiliates were named as an Underwriter hereunder and (ii) such Underwriter shall be responsible for any actions of any such affiliates of such Underwriter.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company Issuer acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to the Company Issuer with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Issuer or any other person. Additionally, neither none of the Representatives nor any other Underwriter is advising the Company Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company Issuer with respect thereto. Any review by the Representatives or any Underwriter of the Company, Issuer and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Issuer or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.01% of the principal amount thereof plus accrued interest, if any, from August 18March 29, 2022 2018 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M.000 Xxxx Xx., Xxx. 0000, Xxxxxxx, Xxxxx 00000, at 9:00 a.m., New York City time, on August 18March 29, 20222018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities to the Underwriters duly paid by the CompanyPartnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M.5:00 p.m., New York City time, on the business day prior to the Closing Date.
(e) The Company Partnership acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Partnership with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Partnership or any other person. Additionally, neither the Representatives any Representative nor any other Underwriter is advising the Company Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Partnership shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Partnership with respect thereto. Any review by the Representatives any Representative or any other Underwriter of the CompanyPartnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives such Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Partnership or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementagreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.260% of the principal amount thereof plus accrued interest, if any, from August 18March 31, 2022 to the Closing Date (as defined below). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP at 10:00 9:00 A.M., New York City time, on August 18March 31, 2022, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Operating Partnership and agrees each of the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Guarantors and the Operating Partnership shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the CompanyOperating Partnership, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Operating Partnership or any Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.583% of the principal amount thereof plus accrued interest, if any, from August 18June 13, 2022 2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information; provided that, it is understood and agreed that the offering of the Securities in Canada by the Underwriters as contemplated herein shall be made in Canada on a private placement basis in accordance with applicable exemptions from the prospectus requirements of applicable Canadian Securities Laws. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP at 10:00 A.M., New York City time, on August 18June 13, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against electronic delivery to the nominee of The Depository Trust Company (“DTC”)MxXxxxxx Txxxxxxx LLP, Canadian counsel for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Delivery of the Global Note shall be made through the facilities of CDS Clearing and Depository Services Inc. (“CDS”) for the account of the Underwriters. The Representatives shall cause MxXxxxxx Txxxxxxx LLP to deposit the Global Note with CDS on the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.725% of the principal amount thereof plus accrued interest, if any, from August 18May 17, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in respect of the transactions contemplated hereby. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriters shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by any Representative or Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Representative or Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.
(d) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Sxxxxxxx & Xxxxxxxx LLP Cxxxxxxx, 100 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 or about 8:00 A.M., New York City time, on August 18May 17, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(de) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Amcor PLC)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.547% of the principal amount thereof plus accrued interest, if any, from August 188, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Hunton Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx LLP at 10:00 A.M., New York City time, on August 188, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a price equal to 99.078to: (i) 99.641% of the principal amount thereof of 2029 Notes, (ii) 99.455% of the principal amount of 2036 Notes, (iii) 99.173% of the principal amount of 2043 Notes and (iv) 98.667% of the principal amount of 2053 Notes, plus accrued interest, if any, from August 18June 3, 2022 2024 to the Closing Date (as defined below)Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationProspectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City London time, on August 18June 3, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to of the nominee of The Depository Trust Company Securities in book-entry form through a common depositary for Clearstream Banking, S.A. (“DTCClearstream”) and Euroclear Bank S.A./N.V. (“Euroclear”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City London time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees Xxxxxxx Xxxxx International acknowledges that the Notes represented by the Global Notes will initially be credited to an account (the “Commissionaire Account”) for the benefit of Xxxxxxx Xxxxx International the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Company as the third-party beneficiary and provide that neither it nor any affiliate will directly or indirectly undertake such Notes are to be delivered to others only against payment of the net subscription monies for the Notes into the Commissionaire Account on a distribution delivery against payment basis. Xxxxxxx Xxxxx International acknowledges that (i) the Notes represented by the Global Notes shall be held to the order of the Company as such term is defined set out above and (ii) the net subscription monies for the Notes received in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each Commissionaire Account will be held on behalf of the provinces Company until such time as they are transferred to the Company’s order. Xxxxxxx Xxxxx International undertakes that the net subscription monies for the Notes will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and territories accepts the benefit of Canada the third-party beneficiary clause (collectively‘stipulation pour autrui’) pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect of the “Canadian Securities Laws”)) in Canada or to persons or companies in CanadaCommissionaire Account.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.261% of the principal amount thereof plus accrued interest, if any, from August 18December 13, 2022 2023 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale InformationPricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Hunton Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxx LLP at 10:00 A.M., New York City time, on August 18December 13, 20222023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell Upon the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein terms and subject to the conditions set forth hereinin this Agreement and in consideration of the subscription amount delivered by the Subscriber to the Company as set forth on the signature page hereof (the “Subscription Amount”), agreesthe undersigned Subscriber agrees to purchase, severally and not jointly, the Company agrees to sell and issue at the Closing:
(i) a number of shares of Common Stock (“Purchased Shares”) determined based on dividing the Subscription Amount by the Share Purchase Price; and
(ii) a Warrant to purchase from up to fifty percent (50%) of the Company number of shares of Common Stock purchased by the respective principal amount Subscriber hereunder, at an exercise price of Securities ten cents ($0.10) per share and in accordance with all other such terms set forth opposite such Underwriter’s name in Schedule 1 the Warrant, the form of which is attached hereto at a price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.Exhibit A.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Subscriber and the Company may agree upon in writingthat the Subscription Amount shall be paid by or on behalf of the Subscriber by wire payable as described below, and is subject to receipt by the Company (the date such payment is received by the Company, the “Closing”). The time Closing is subject to the Company’s receipt of an Agreement and Warrant signed by the Subscriber, and the Company’s acceptance of the same as evidenced by its execution of this Agreement, such acceptance being in the Company’s sole discretion. The date of such payment and delivery the Closing occurring in connection with the Subscriber is referred to herein as the “Closing Date.”
(dc) Payment for All funds received to purchase the Securities shall will be made by wire transfer deposited in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the an interest-bearing escrow account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Companyat U.S. Bank National Association. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M.wiring instructions are as follows: U.S. BANK NATIONAL ASSOCIATION CORPORATE TRUST ST. PXXX, New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.MN ABA#: 000000000 BNF: U.S. BANK N.A. A/C#: 180121167365 FOR: Blue Sphere & Maxim Grp Escrow SEI#: 278899000 ATTN: TFM
Appears in 1 contract
Samples: Securities Subscription Agreement (Blue Sphere Corp.)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a price equal to 99.07898.75% of the principal amount thereof plus accrued interest, if any, from August 18January 20, 2022 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18January 20, 20222021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company or the Guarantors, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (CrowdStrike Holdings, Inc.)
Purchase and Sale of the Securities. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementagreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.095% of the principal amount thereof plus accrued interest, if any, from August 18January 19, 2022 2024 to the Closing Date (as defined below). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Fried, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP at 10:00 9:00 A.M., New York City time, on August 18January 19, 20222024, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Operating Partnership and agrees each of the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Guarantors and the Operating Partnership shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the CompanyOperating Partnership, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Operating Partnership or any Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.75% of the principal amount thereof (in the case of the 2029 Notes) or 98.75% of the principal amount thereof (in the case of the 2031 Notes), in each case, plus accrued interest, if any, from August 18March 9, 2022 2021 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18March 9, 20222021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Twilio Inc)
Purchase and Sale of the Securities. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreementagreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.223% of the principal amount thereof plus accrued interest, if any, from August 18March 28, 2022 2023 to the Closing Date (as defined below). The Company Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Fried, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP at 10:00 9:00 A.M., New York City time, on August 18March 28, 20222023, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyOperating Partnership. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges Operating Partnership and agrees each of the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company Operating Partnership and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Operating Partnership, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Operating Partnership, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Guarantors and the Operating Partnership shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Operating Partnership or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the CompanyOperating Partnership, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Operating Partnership or any Guarantor, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.516% of the principal amount thereof plus accrued interest, if any, from August 18May 23, 2022 2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in respect of the transactions contemplated hereby. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriters shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by any Representative or Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Representative or Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.
(d) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Sxxxxxxx & Xxxxxxxx LLP Cxxxxxxx, 100 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 or about 8:00 A.M., New York City time, on August 18May 23, 20222024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(de) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Amcor PLC)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.75% of the principal amount thereof plus accrued interest, if any, from August 18April 25, 2022 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives The Company and the Company may Guarantors acknowledge and agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives Representative or any Underwriter of the Company, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, the Guarantors or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07899.350% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below)thereof. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx White & Xxxxxxxx Case LLP at 10:00 A.M., New York City time, on August 18June 24, 20222020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, as the case may be, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
Samples: Underwriting Agreement (Amdocs LTD)
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.07898.909% of the principal amount thereof plus accrued interest, if any, from August 18September 22, 2022 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18September 22, 20222017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company Company, or any other person.
(f) Each Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively, the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
Appears in 1 contract
