Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto the Notes, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I hereto. The purchase price payable by the Underwriters to the Company for each Note shall be 96.5% of the principal amount thereof. The respective obligation of each Underwriter to the Company shall be to purchase from the Company that principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto. (b) On the Closing Date, the Company will deliver to the Underwriters, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Notes to be sold by them against payment in Chicago, Illinois of the purchase price therefor by wire or certified or official bank check or checks in Federal (same day) funds payable to the order of the Company. As referred to in this Agreement, the "Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Chicago, Illinois time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Underwriters and the Company may agree. The certificates for the Notes to be so delivered will be in denominations and registered in such names as the Underwriters request by notice to the Company prior to the Closing Date, and such certificates will be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Closing Date at the facilities of The Depository Trust Company in New York, New York, or at another location to be designated by the Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Abc Rail Products Corp), Underwriting Agreement (Abc Rail Products Corp)
Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and but subject to the terms and the conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto the Noteseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I hereto. The Company, at a purchase price payable by the Underwriters to the Company for each Note shall be 96.5of 90.07% of the principal amount thereof. The respective obligation of each Underwriter to , the Company shall be to purchase from the Company that aggregate principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto.I.
(b) On The Company is advised by you that the Closing DateUnderwriters propose to make a public offering of the Notes as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Notes are to be offered to the public initially at 90.07% of their principal amount — the public offering price — plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers.
(c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Notes, including their respective undertakings to distribute the Notes, the Company will deliver pay to GS for the accounts of the Underwriters the amount set forth in Schedule II hereto, which amount shall be allocated among the Underwriters in the manner determined by GS and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Notes to the Underwriters, . Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds.
(d) Delivery of and payment for the Notes shall be made at the offices of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Notes to be sold by them against payment in Chicago, Illinois of the purchase price therefor by wire or certified or official bank check or checks in Federal (same day) funds payable to the order of the Company. As referred to in this Agreement, the "Closing Date" shall be on the third full business day after the date of the ProspectusPrice P.C., at 9:00 a.m.000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000, at 10:00 A.M., Chicago, Illinois time, on July 2, 2009 or at such other date, time and place as may be agreed upon by the Company and GS (such date and time of delivery and payment for the Notes being herein called the “Closing Date”). Delivery of the Notes shall be made to GS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Notes shall be made by the Underwriters by wire transfer of immediately available funds to the designated account of the Company. The Notes shall be in the form of one or time more fully registered global notes, and shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co.
(e) The Company agrees to have the Notes available for inspection and checking by GS in Chicago, Illinois not later than ten full 1:00 P.M. on the business days after day prior to the date Closing Date.
(f) It is understood that each Underwriter has authorized GS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the Prospectus purchase price for, the Notes that it has agreed to purchase. GS, individually and not as a representative, may (but shall not be obligated to) make payment of the Underwriters and the Company may agree. The certificates purchase price for the Notes to be so delivered will be in denominations and registered in such names as the Underwriters request purchased by notice to the Company prior to any Underwriter whose check or checks shall not have been received by the Closing Date, and such certificates will be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Closing Date at the facilities of The Depository Trust Company in New York, New York, or at another location to be designated by the Underwriters.
Appears in 1 contract
Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters identified in Schedule I annexed hereto the NotesUnderwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I hereto. The at a purchase price payable by the Underwriters to the Company for each Note shall be 96.5of 99.077% of the principal amount thereof. The respective obligation of each Underwriter per Note (the "purchase price per Note") plus accrued interest, if any, from April 24, 1998 to the Company shall be to purchase from date of payment and delivery, the Company that respective principal amount of Notes set forth opposite the such Underwriter's name of such Underwriter in Schedule SCHEDULE I hereto.
(b) On . The Company's obligation to sell the Notes to the Underwriters on the Closing Date, Date is conditioned upon the execution and delivery on or prior to the Closing Date by the Company and NationsBanc Montgomery Securities LLC ("XxxxxxxBanc") of the Remarketing Agreement described in the preliminary prospectus supplement relating to the Notes and upon the receipt by the Company of $5.8 million from NationsBanc in connection therewith. The Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive Global Certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver to the Underwriters, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Notes to be sold by them NationsBanc for the account of each Underwriter, against payment in Chicago, Illinois by or on behalf of such underwriter of the purchase price therefor by wire or certified or official bank check or checks in Federal (same day) transfer of immediately available funds payable to the order of account specified by the Company, by causing DTC to credit the Notes to the account of NationsBanc at DTC. As referred The Company will cause the certificates representing the Notes to in this Agreement, be made available to NationsBanc for checking at least twenty-four hours prior to the "Closing Date" Date at the office of DTC or its designated custodian. The Closing Date and time shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., ChicagoNew Orleans time, Illinois timeon April 24, 1998, or at such other date or and time not later than ten seven full business days after the date of the Prospectus thereafter as the Underwriters you and the Company may agreedetermine. The certificates for documents (other than the Notes certificate(s) representing the Notes) to be so delivered will be in denominations and registered in such names as the Underwriters request by notice to the Company prior to the Closing Date, and such certificates will be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Closing Date will be delivered at the facilities offices of The Depository Trust Company in New YorkJones, New YorkWalker, Waechter, Poitevent, Carrere & Denegre L.L.P., and the Notex xxxx be delivered at the office of DTC or at another location to be its designated by the Underwriterscustodian.
Appears in 1 contract
Purchase, Sale and Delivery of Notes. (a) On the basis of the ------------------------------------ representations, warranties and agreements herein containedset forth herein, and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters identified in Schedule I annexed hereto the Notes, and each an aggregate of $100,000,000 principal amount of the Underwriters Firm Notes; each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I hereto. The purchase price payable by the Underwriters to the Company for each Note shall be 96.5% of the principal amount thereof. The respective obligation of each Underwriter to the Company shall be to purchase from the Company that principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I A annexed hereto.
. The purchase price for the Firm Notes to be paid by the several Underwriters to the Company shall be _____% of the principal amount thereof. Delivery of certificates for the Firm Notes to be purchased by the Underwriters and payment therefor shall be made at such place as set forth below at such time and date, not later than the third full business day following the first date that any of the Notes are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (bor at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and the Representatives) On (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the Company will deliver First Closing Date shall occur upon the later of the third full business day following the later of the first date that any of the Notes are released by you for sale to the Underwriterspublic and the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Notes shall be made by or on behalf of the Company to you, at for the offices respective accounts of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust CompanyUnderwriters against payment by you, for the accounts of the several Underwriters, certificates representing the Notes to be sold by them against payment in Chicago, Illinois of the purchase price therefor by wire or certified or official bank check or checks in Federal (same day) transfer of immediately available funds payable to the order of the Company or other agent designated by the Company. As referred to in this Agreement, the "Closing Date" The Notes shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Chicago, Illinois time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Underwriters and the Company may agree. The certificates for the Notes to be so delivered will be in denominations and registered in such names and denominations as the Underwriters request by notice to the Company you shall have requested at least two full business days prior to the First Closing Date, and such certificates will shall be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the First Closing Date at the facilities of The Depository Trust Company a location in New York, New YorkYork or such other location, or at another location to as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.. In addition, on the basis of the representations, warranties and agreements set forth herein, and subject to the terms and conditions set forth herein, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of $15,000,000 principal amount of the Option Notes at the purchase prices to be paid for the Firm Notes, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Notes. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Notes are released by you for sale to the public, upon written notice by you to the Company setting forth the aggregate number of Option Notes as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will
Appears in 1 contract
Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Underwriters identified in Schedule I annexed hereto the Noteseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company Issuers, the respective principal amounts amount of Initial Notes set forth opposite each Underwriters such Underwriter’s name in Schedule I A hereto at the applicable purchase price set forth on Schedule C hereto, plus accrued interest, if any, from [—], 2014 to the Closing Date. The Issuers will deliver the Initial Notes to or as instructed by the Representatives through the facilities of the Depository Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price payable by the Underwriters in Federal (same day) funds by wire transfer to an account designated by the Issuers, at the at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Closing Location”), at [10:00 a.m.], New York time, on September [—], 2014, or at such other time not later than seven full business days thereafter as the Representatives and the Partnership Parties determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Initial Notes sold pursuant to the Company offering. A meeting will be held at the Closing Location, at [5:00 p.m.] New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to this Agreement will be available for each Note shall be 96.5% review by the parties hereto. In addition, upon written notice from the Representatives given to the Issuers from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option Notes in the principal amount thereofof $[—], plus accrued interest, if any, from [—], 2014 to the Closing Date. The respective obligation Issuers agree to sell to the Underwriters the principal amount of Option Notes specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Option Notes. Such Option Notes shall be purchased for the account of each Underwriter to in the Company shall be to purchase from same proportion as the Company that principal amount of Initial Notes set forth opposite the such Underwriter’s name of such Underwriter in Schedule I hereto.
A hereto bears to the total principal amount of Initial Notes and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Initial Notes. No Option Notes shall be sold or delivered unless the Initial Notes previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Notes or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Issuers. Each time for the delivery of and payment for the Option Notes, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (b) On the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Company Representatives but shall be not later than [five] full business days after written notice of election to purchase Option Notes is given. The Issuers will deliver the Option Notes being purchased on each Optional Closing Date to or as instructed by the Underwriters, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust Company, Representatives for the accounts of the several Underwriters, certificates representing in a form reasonably acceptable to the Notes to be sold by them Representatives against payment in Chicago, Illinois of the purchase price therefor by wire or certified or official bank check or checks therefore in Federal (same day) funds payable by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the CompanyIssuers, at the Closing Location. As referred to in this AgreementA meeting will be held at the Closing Location at [3:00 p.m.], the "Closing Date" shall be New York City time, on the third full business day after the date of the Prospectus, at 9:00 a.m., Chicago, Illinois time, or at next preceding such other date or time not later than ten full business days after the date of the Prospectus as the Underwriters and the Company may agree. The certificates for the Notes to be so delivered will be in denominations and registered in such names as the Underwriters request by notice to the Company prior to the Optional Closing Date, and such certificates at which meeting the final drafts of the documents to be delivered pursuant to this Agreement will be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Closing Date at the facilities of The Depository Trust Company in New York, New York, or at another location to be designated review by the Underwritersparties hereto.
Appears in 1 contract
Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto the Noteseach Initial Purchaser, and each of the Underwriters Initial Purchaser agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I hereto. The Company, at a purchase price payable by the Underwriters to the Company for each Note shall be 96.5of 97.15% of the principal amount thereofthereof (the “purchase price”) the principal amount of Firm Notes set forth opposite such Initial Purchaser’s name in Schedule 1 hereto (or such number increased as set forth in Section 8). Delivery of and payment for the Firm Notes shall be made at the office of Sidley Xxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. (New York City time) on September 28, 2005, or such later date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 (such date and time of delivery and payment for the Firm Notes being herein called the “First Delivery Date”). Delivery of the Firm Notes shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasers. Payment for the Firm Notes shall be effected either by wire transfer of immediately available funds to an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Representatives at least two business days in advance of the First Delivery Date, or by such other manner of payment as may be agreed by the Company and the Representatives. It is understood that each Initial Purchaser has authorized the Representatives, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Firm Notes that it has agreed to purchase. The respective obligation Representatives, individually and not as representatives of each Underwriter the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Firm Notes to be purchased by any Initial Purchaser whose funds have not been received by the First Delivery Date but such payment shall not relieve such Initial Purchaser from its obligations hereunder.
(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to the Initial Purchasers to purchase, severally and not jointly, the Optional Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount of the Optional Notes to be sold to each Initial Purchaser shall be to purchase from the Company that principal amount which bears the same ratio to the aggregate principal amount of Optional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Underwriter Initial Purchaser in Schedule I hereto.
1 hereto (bor such number increased as set forth in Section 8). The Option may be exercised only to cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. The Option may be exercised once in whole or in part at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by the Representatives to the Company setting forth the amount (which shall be an integral multiple of $1,000) On of Optional Notes as to which the Closing Initial Purchasers are exercising the Option. The date for the delivery of and payment for the Optional Notes, being herein referred to as an “Optional Delivery Date,” which may be the First Delivery Date (the First Delivery Date and the Optional Delivery Date, if any, being sometimes referred to as a “Delivery Date”), shall be determined by the Company will deliver Representatives but shall not be later than five full business days after written notice of election to purchase Optional Notes is given. Delivery of the Optional Notes shall be made to the Underwriters, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Notes to be sold by them Initial Purchasers against payment in Chicago, Illinois of the purchase price therefor by the Initial Purchasers. Payment for the Optional Notes shall be effected either by wire or certified or official transfer of immediately available funds to an account with a bank check or checks in Federal (same day) funds payable The City of New York, the account number and the ABA number for such bank to be provided by the Company to the order Representatives at least two business days in advance of the CompanyOptional Delivery Date, or by such other manner of payment as may be agreed by the Company and the Representatives. As referred It is understood that each Initial Purchaser has authorized the Representatives, for its account, to in this Agreementaccept delivery of, issue a receipt for, and make payment of the purchase price for, the "Closing Date" shall be on the third full business day after the date Optional Notes that it has agreed to purchase. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Brothers Inc., individually and not as representatives of the ProspectusInitial Purchasers, at 9:00 a.m., Chicago, Illinois time, or at such other date or time may (but shall not later than ten full business days after the date be obligated to) make payment of the Prospectus as the Underwriters and the Company may agree. The certificates purchase price for the Optional Notes to be so delivered purchased by any Initial Purchaser whose funds have not been received by the Delivery Date but such payment shall not relieve such Initial Purchaser from its obligations hereunder.
(c) The Company will be deliver against payment of the purchase price the Notes initially sold to qualified institutional buyers (“QIBs”), as defined in denominations and Rule 144A under the Securities Act (“Rule 144A”) in the form of one or more permanent global certificates (the “Global Notes”), registered in such names the name of Cede & Co., as the Underwriters request by notice to the Company prior to the Closing Date, and such certificates will be made available nominee for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Closing Date at the facilities of The Depository Trust Company (“DTC”). Beneficial interests in New Yorkthe Notes initially sold to QIBs will be shown on, New Yorkand transfers thereof will be effected only through, or records maintained in book-entry form by DTC and its participants. The Global Notes will be made available, at another location the request of the Representatives, for checking at least 24 hours prior to such Delivery Date. The Certificated Notes will be designated by made available, at the Underwritersrequest of the Initial Purchasers, for checking at least 48 hours prior to such Delivery Date.
(d) Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto the Noteseach Initial Purchaser, and each of the Underwriters Initial Purchaser agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I hereto. The Company, at a purchase price payable by the Underwriters to the Company for each Note shall be 96.5of 96.875% of the principal amount thereofthereof (the "purchase price") the principal amount of Firm Notes set forth opposite such Initial Purchaser's name in SCHEDULE I hereto (or such number increased as set forth in Section 8). The respective obligation Delivery of each Underwriter and payment for the Firm Notes shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048, at 10:00 a.m. (New York City time) on February 8, 2000, or such later date as the Initial Purchasers shall designate, which date and time may be postponed by agreement between the Initial Purchasers and the Company or as provided in Section 8 (such date and time of delivery and payment for the Firm Notes being herein called the "First Delivery Date"). Delivery of the Firm Notes shall be made to the Company Initial Purchasers against payment of the purchase price by the Initial Purchasers. Payment for the Firm Notes shall be effected either by wire transfer of immediately available funds to purchase from an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Initial Purchasers at least two business days in advance of the First Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchasers. It is understood that each Initial Purchaser has authorized the Representatives, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Firm Notes that it has agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Firm Notes to be purchased by any Initial Purchaser whose funds have not been received by the First Delivery Date but such payment shall not relieve such Initial Purchaser from its obligations hereunder.
(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to the Initial Purchasers to purchase, severally and not jointly, the Optional Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount of the Optional Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Underwriter Initial Purchaser in Schedule SCHEDULE I hereto.
hereto (bor such number increased as set forth in Section 8). The Option may be exercised only to cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. The Option may be exercised once in whole or in part at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by the Representatives to the Company setting forth the amount (which shall be an integral multiple of $1,000) On of Optional Notes as to which the Closing Initial Purchasers are exercising the Option. The date for the delivery of and payment for the Optional Notes, being herein referred to as an "Optional Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Optional Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Company will deliver Initial Purchasers but shall not be later than five full business days after written notice of election to purchase Optional Notes is given. Delivery of the Optional Notes shall be made to the Underwriters, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Notes to be sold by them Initial Purchasers against payment in Chicago, Illinois of the purchase price therefor by the Initial Purchasers. Payment for the Optional Notes shall be effected either by wire or certified or official transfer of immediately available funds to an account with a bank check or checks in Federal (same day) funds payable The City of New York, the account number and the ABA number for such bank to be provided by the Company to the order Initial Purchasers at least two business days in advance of the CompanyOptional Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchasers. As referred It is understood that each Initial Purchaser has authorized the Representatives, for its account, to in this Agreementaccept delivery of, issue a receipt for, and make payment of the purchase price for, the "Closing Date" shall be on the third full business day after the date Optional Notes that it has agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the ProspectusInitial Purchasers, at 9:00 a.m., Chicago, Illinois time, or at such other date or time may (but shall not later than ten full business days after the date be obligated to) make payment of the Prospectus as the Underwriters and the Company may agree. The certificates purchase price for the Optional Notes to be so delivered purchased by any Initial Purchaser whose funds have not been received by the Delivery Date but such payment shall not relieve such Initial Purchaser from its obligations hereunder.
(c) The Company will be deliver against payment of the purchase price the Notes initially sold to qualified institutional buyers ("QIBs"), as defined in denominations and Rule 144A under the Securities Act ("Rule 144A") in the form of one or more permanent global certificates (the "Global Notes"), registered in such names the name of Cede & Co., as the Underwriters request by notice to the Company prior to the Closing Date, and such certificates will be made available nominee for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Closing Date at the facilities of The Depository Trust Company ("DTC"). Beneficial interests in New Yorkthe Notes initially sold to QIBs will be shown on, New Yorkand transfers thereof will be effected only through, or records maintained in book-entry form by DTC and its participants. The Global Notes will be made available, at another location the request of the Initial Purchasers, for checking at least 24 hours prior to such Delivery Date. The Certificated Notes will be designated by made available, at the Underwritersrequest of the Initial Purchasers, for checking at least 48 hours prior to such Delivery Date.
(d) Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder.
Appears in 1 contract
Samples: Purchase Agreement (Inhale Therapeutic Systems Inc)
Purchase, Sale and Delivery of Notes. (a) On the basis of the ------------------------------------ representations, warranties and agreements herein containedset forth herein, and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters identified in Schedule I annexed hereto the Notes, and each an aggregate of $100,000,000 principal amount of the Underwriters Firm Notes; each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I hereto. The purchase price payable by the Underwriters to the Company for each Note shall be 96.5% of the principal amount thereof. The respective obligation of each Underwriter to the Company shall be to purchase from the Company that principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I A annexed hereto.
. The purchase price for the Firm Notes to be paid by the several Underwriters to the Company shall be __% of the principal amount thereof. Delivery of certificates for the Firm Notes to be purchased by the Underwriters and payment therefor shall be made at such place as set forth below at such time and date, not later than the third full business day following the first date that any of the Notes are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (bor at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and the Representatives) On (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the Company will deliver First Closing Date shall occur upon the later of the third full business day following the later of the first date that any of the Notes are released by you for sale to the Underwriterspublic and the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates for the Firm Notes shall be made by or on behalf of the Company to you, at for the offices respective accounts of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust CompanyUnderwriters against payment by you, for the accounts of the several Underwriters, certificates representing the Notes to be sold by them against payment in Chicago, Illinois of the purchase price therefor by wire or certified or official bank check or checks in Federal (same day) transfer of immediately available funds payable to the order of the Company or other agent designated by the Company. As referred to in this Agreement, the "Closing Date" The Notes shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Chicago, Illinois time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Underwriters and the Company may agree. The certificates for the Notes to be so delivered will be in denominations and registered in such names and denominations as the Underwriters request by notice to the Company you shall have requested at least two full business days prior to the First Closing Date, and such certificates will shall be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the First Closing Date at the facilities of The Depository Trust Company a location in New York, New YorkYork or such other location, or at another location to as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.. In addition, on the basis of the representations, warranties and agreements set forth herein, and subject to the terms and conditions set forth herein, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of $15,000,000 principal amount of the Option Notes at the same percentage purchase prices to be paid for the Firm Notes, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Notes. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Notes are released by you for sale to the public, upon written notice by you to the Company setting forth the aggregate number of Option Notes as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First
Appears in 1 contract
Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in Schedule I annexed hereto the NotesUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company the respective Company, $100,000,000 in principal amounts amount of Notes set forth opposite each Underwriters name in Schedule I hereto. The at a purchase price payable by the Underwriters equal to the Company for each Note shall be 96.597.25% of the principal amount thereof. The respective obligation Company will deliver, against payment of each Underwriter the purchase price, the Notes to the Underwriter in the form of one or more permanent global securities in definitive form deposited with The Depository Trust Company shall be to purchase from the Company that principal amount of Notes set forth opposite (“DTC”) and registered in the name of such Underwriter Cede & Co., as nominee for DTC. Interests in Schedule I hereto.
(b) On any permanent global certificate will be held only in book-entry from through DTC, except in the Closing Date, limited circumstances described in the Company will deliver to the Underwriters, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust Company, Prospectus. Payment for the accounts of Firm Securities shall be made by the several Underwriters, certificates representing the Notes to be sold by them against payment in Chicago, Illinois of the purchase price therefor by wire or certified or official bank check or checks Underwriter in Federal (same day) funds payable by wire transfer to an account at a bank acceptable to the Underwriter drawn to the order of the Company at 10:00 A.M., New York time, on May 12, 2004, or at such other time not later than seven full business days thereafter as the Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Notes sold pursuant hereto. In addition, upon written notice from the Underwriter given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriter may purchase all or less than all of the Optional Securities at the purchase price to be paid for the Firm Securities, plus accrued interest thereon, if any, from May 12, 2004. The Company agrees to sell to the Underwriter the aggregate principal amount of Optional Securities specified in such notice, and the Underwriter agrees to purchase such Optional Securities. Such Optional Securities may be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriter to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given unless otherwise agreed. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an "Optional Global Security”) deposited with DTC and registered in Credit Suisse First Boston LLC May 7, 2004 Page 12 the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriter in Federal (same day) funds wire transfer to an account at a bank acceptable to the Underwriter drawn to the order of the Company. As referred , against delivery to in this Agreement, DTC of the "Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Chicago, Illinois time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Underwriters and the Company may agree. The certificates for the Notes to be so delivered will be in denominations and registered in such names as the Underwriters request by notice to the Company prior to the Closing Date, and such certificates will be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Closing Date at the facilities of The Depository Trust Company in New York, New York, or at another location to be designated by the Underwriters.
Appears in 1 contract
Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters identified in Schedule I annexed hereto the Notes, and each you an aggregate of $200,000,000 principal amount of the Underwriters agrees, severally and not jointly, Firm Notes. You agree to purchase from the Company all of the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I heretoFirm Notes. The purchase price payable for the Firm Notes to be paid by the Underwriters to the Company for each Note shall be 96.5% of the principal amount thereof. The respective obligation of each Underwriter you to the Company shall be $______. Delivery of the Firm Notes to purchase from the Company that principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto.
(b) On the Closing Date, the Company will deliver to the Underwriters, be purchased by you and payment therefor shall be made at the offices of Xxxxxx X. Xxxxx & Co. Incorporated[Hale xxx Dorr, Milwaukee00 Sxxxx Xxxxxx, WisconsinXxxxxx, or through Xxxxxxxxxxxxx] (xr such other place as may be agreed upon by the facilities of The Depository Trust CompanyCompany and you) at such time and date, for not later than the accounts third full business day following the first date that any of the several UnderwritersNotes are released by you for sale to the public, certificates representing as you shall designate by at least 48 hours' prior notice to the Company (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and Delivery of the Firm Notes shall be made by or on behalf of the Company to you with respect to the Firm Notes to be sold by them the Company against payment in Chicago, Illinois by you of the purchase price therefor by wire or certified or official bank check or checks payable in Federal (same day) next day funds payable to the order of the Company. As The Notes shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in Boston, Massachusetts, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to your obligations. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to you to purchase up to an aggregate of $30,000,000 principal amount of the Option Notes at the purchase price to be paid for the Firm Notes, for use solely in covering any over-allotments made by you in the sale and distribution of the Firm Notes. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Notes are released by you for sale to the public (within the meaning of the last sentence of Section 12 hereof), upon written notice by you to the Company setting forth the aggregate number of Optional Notes as to which you are exercising the option, the names and denominations in which the certificates for such Notes are to be registered and the time and place at which such Notes will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to in this Agreement, as the "Second Closing Date," shall be on determined by you, but if at any time other than the third full business day after the date of the Prospectus, at 9:00 a.m., Chicago, Illinois time, or at such other date or time First Closing Date shall not be earlier than three nor later than ten five full business days after the date delivery of the Prospectus as the Underwriters and the Company may agreesuch notice of exercise. The certificates for the Option Notes to be so delivered will be in denominations and registered in such names as the Underwriters request by notice to the Company prior to the Closing Date, and such certificates will be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Second Closing Date at the facilities of The Depository Trust Company a location in New YorkBoston, New YorkMassachusetts, or at another location to as may be designated by you. The manner of payment for and delivery of the UnderwritersOption Notes shall be the same as for the Firm Notes purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Notes as to which the option has not been exercised. Subject to the terms and conditions hereof, you propose to make a public offering of Notes as soon after the effective date of the Registration Statement as in your judgment is advisable and at the public offering price set forth on the cover page of and on the terms set forth in the Prospectus.
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Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Underwriters identified in Schedule I annexed hereto the Noteseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company Issuers, the respective principal amounts amount of Initial Notes set forth opposite each Underwriters such Underwriter’s name in Schedule I A hereto at the applicable purchase price set forth on Schedule C hereto, plus accrued interest, if any, from [—], 2014 to the Closing Date. The Issuers will deliver the Initial Notes to or as instructed by the Representatives through the facilities of the Depository Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price payable by the Underwriters in Federal (same day) funds by wire transfer to an account designated by the Issuers, at the at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Closing Location”), at [10:00 a.m.], New York time, on August [—], 2014, or at such other time not later than seven full business days thereafter as the Representatives and the Partnership Parties determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Initial Notes sold pursuant to the Company offering. A meeting will be held at the Closing Location, at [5:00 p.m.] New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to this Agreement will be available for each Note shall be 96.5% review by the parties hereto. In addition, upon written notice from the Representatives given to the Issuers from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option Notes in the principal amount thereofof $[—], plus accrued interest, if any, from [—], 2014 to the Closing Date. The respective obligation Issuers agree to sell to the Underwriters the principal amount of Option Notes specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Option Notes. Such Option Notes shall be purchased for the account of each Underwriter to in the Company shall be to purchase from same proportion as the Company that principal amount of Initial Notes set forth opposite the such Underwriter’s name of such Underwriter in Schedule I hereto.
A hereto bears to the total principal amount of Initial Notes and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Initial Notes. No Option Notes shall be sold or delivered unless the Initial Notes previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Notes or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Issuers. Each time for the delivery of and payment for the Option Notes, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (b) On the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Company Representatives but shall be not later than [five] full business days after written notice of election to purchase Option Notes is given. The Issuers will deliver the Option Notes being purchased on each Optional Closing Date to or as instructed by the Underwriters, at the offices of Xxxxxx X. Xxxxx & Co. Incorporated, Milwaukee, Wisconsin, or through the facilities of The Depository Trust Company, Representatives for the accounts of the several Underwriters, certificates representing in a form reasonably acceptable to the Notes to be sold by them Representatives against payment in Chicago, Illinois of the purchase price therefor by wire or certified or official bank check or checks therefore in Federal (same day) funds payable by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the CompanyIssuers, at the Closing Location. As referred to in this AgreementA meeting will be held at the Closing Location at [3:00 p.m.], the "Closing Date" shall be New York City time, on the third full business day after the date of the Prospectus, at 9:00 a.m., Chicago, Illinois time, or at next preceding such other date or time not later than ten full business days after the date of the Prospectus as the Underwriters and the Company may agree. The certificates for the Notes to be so delivered will be in denominations and registered in such names as the Underwriters request by notice to the Company prior to the Optional Closing Date, and such certificates at which meeting the final drafts of the documents to be delivered pursuant to this Agreement will be made available for checking and packaging at 9:30 a.m., Chicago, Illinois time on the first full business day preceding the Closing Date at the facilities of The Depository Trust Company in New York, New York, or at another location to be designated review by the Underwritersparties hereto.
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