Purchase of the Securities by the Underwriter. (a) The Selling Stockholder agrees to sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder the number of Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.37. The Selling Stockholder 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 and the Selling Stockholder understand that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledge and agree that the Underwriter may offer and sell Securities to or through any of its affiliates and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine & Mxxxx LLP at 10:00 A.M., New York City time, on November 10, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter 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 to be purchased on the Closing Date shall be made against delivery to the account of the Underwriter 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 Selling Stockholder. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct.
(e) The Company and the Selling Stockholder acknowledge and agree that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder 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 Selling Stockholder or any other person. Addi...
Purchase of the Securities by the Underwriter. (a) The Company agrees to issue and sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.077% of the principal amount 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 Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Securities to or through any affiliate and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Sidley Austin LLP, Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York City time, on December 29, 2006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter 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 Underwriter against delivery to the nominee of The Depository Trust Company, for the account of the Underwriter, 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 for inspection by the Underwriter 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 the 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 adv...
Purchase of the Securities by the Underwriter. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase at a price of $23.625 per Share (which gives effect to a 5.5% discount), 320,000 Firm Shares. The Underwriter agrees to offer the Firm Shares to the public as set forth in the Prospectus.
(b) The Company hereby grants to the Underwriter and its designees an option to purchase from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares, all or any portion of the Optional Shares for a period of thirty (30) days from the date of the Prospectus at the purchase price per Share set forth above. No Optional Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.
Purchase of the Securities by the Underwriter. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase at a price of $15.9495 per Unit (giving effect to a 7% discount), the number of Firm Securities set forth opposite the Underwriter’s name in Schedule I hereto. The Underwriter agrees to offer the Firm Securities to the public as set forth in the Prospectus.
(b) The Company hereby grants to the Underwriter and its designees an option to purchase from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities, all or any portion of the Optional Securities for a period of forty-five (45) days from the date hereof at the purchase price per Unit set forth above. Optional Securities shall be purchased from the Company for the account of the Underwriter in such number as is set forth opposite the Underwriter’s name in Schedule I hereto. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered.
Purchase of the Securities by the Underwriter. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase the Firm Securities at a price of $6.80 per Share, subject to adjustment in accordance with Section 9 hereof. The Underwriter agrees to offer the Firm Securities to the public as set forth in the Prospectus.
(b) The Company hereby grants to the Underwriter and its designees an option to purchase from the Company all or any portion of the Optional Securities for a period of thirty (30) days from the date hereof at the purchase price per Share set forth above. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered.
Purchase of the Securities by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 11,000,000 shares of the Firm Securities to the Underwriter, and the Underwriter agrees to purchase 11,000,000 shares of the Firm Securities. In addition, the Company grants to the Underwriter an option to purchase up to 1,650,000 additional shares of Option Securities. Such option is exercisable to the extent that the Underwriter sells more Securities than the number of Firm Securities in the offering and as set forth in Section 4 hereof. The Underwriter agrees to purchase the total number of shares of Option Securities. The price of both the Firm Securities and any Option Securities purchased by the Underwriter shall be $6.06425 per share. The Company shall not be obligated to deliver any of the Firm Securities or Option Securities to be delivered on the applicable Delivery Date, except upon payment for all such Securities to be purchased on such Delivery Date as provided herein.
Purchase of the Securities by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell $260,000,000 aggregate principal amount of the Firm Securities to the Underwriter and the Underwriter agrees to purchase such Firm Securities. In addition, the Company grants to the Underwriter an option to purchase up to $39,000,000 aggregate principal amount of Option Securities. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Securities and is exercisable as provided in Section 4 hereof. The price of both the Firm Securities and any Option Securities shall be 97.0% of the aggregate principal amount thereof. The Company shall not be obligated to deliver any of the Securities to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Securities to be purchased on such Delivery Date as provided herein.
Purchase of the Securities by the Underwriter. The Company hereby agrees, on the basis of the representations, warranties and agreements of the Underwriter contained herein and subject to all of the terms and conditions set forth herein, to issue and sell to the Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Guarantors herein contained and subject to all the terms and conditions set forth herein, the Underwriter agrees to purchase from the Company, at a purchase price of 90.75% of the principal amount of the Notes, plus interest from March 6, 2009, $200,000,000 in principal amount of the Notes. The Company shall not be obligated to deliver any of the Notes to be delivered hereunder except upon payment for all of the Notes to be purchased as provided herein.
Purchase of the Securities by the Underwriter. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [·] Firm Shares to the Underwriter and the Underwriter agrees to purchase the number of Firm Shares set forth opposite the Underwriter’s name in Schedule I hereto. In addition, the Company grants to the Underwriter an option to purchase up to [·] additional Option Shares. Such option is exercisable in the event that the Underwriter sells more Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 4 hereof. The purchase price payable by the Underwriter for both the Firm Shares and any Option Shares is $[·] per share. The Company is not obligated to deliver any of the Firm Shares or Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Securities to be purchased on such applicable Delivery Date as provided herein.
Purchase of the Securities by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell $100,000,000 principal amount of the Securities to the Underwriter, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriter agrees to purchase $100,000,000 principal amount of the Securities, at a purchase price of 95.75% of the principal amount of the 7.50% Senior Convertible Notes due 2016 (the “Purchase Price”). The Company shall not be obligated to deliver any of the Securities to be delivered on the Delivery Date, except upon payment for all such Securities to be purchased on the Delivery Date as provided herein.
