Purchase, Sale and Delivery of the Debentures. (a) On the basis of the representations, warranties, agreements and covenants contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, individually and not jointly, agrees to purchase from the Company, at a purchase price equal to ___% of the principal amount, the respective principal amount of Firm Debentures set forth opposite the name of such Underwriter in Schedule 2 to this Agreement. One or more certificates in definitive form for the Firm Debentures that the several Underwriters have agreed to purchase under this Agreement, and in such denomination or denominations and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to you on the Closing Date for the respective accounts of the several Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Company or at the option of the Underwriters, by wire transfer to the account of the Company in same-day funds. Such delivery of, and payment for, the Firm Debentures shall be made at the offices of Dykexx Xxxsxxx XXXC, 400 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, xx 9:30 A.M., Detroit time, on April ___, 1997, or at such other place, time or date as you and the Company may agree upon or as you may determine pursuant to Section 9 of this Agreement, such time and date of delivery against payment being referred to in this Agreement as the "Firm Closing Date". The Company will make such certificate or
Appears in 1 contract
Purchase, Sale and Delivery of the Debentures. (a) The Firm Debentures. Each of the Company and the Subsidiary Guarantors agrees to issue and sell to the Initial Purchasers, severally and not jointly, the Firm Debentures upon the terms herein set forth. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants contained in this Agreement and upon the terms but subject to the terms and conditions herein set forth in this Agreementforth, the Company agrees to sell to each of the UnderwritersInitial Purchasers agree, and each of the Underwriters, individually severally and not jointly, agrees to purchase from the Company, at a purchase price equal to ___% of the principal amount, Company the respective principal amount of Firm Debentures set forth opposite their names on Schedule A at a purchase price of 98% of the aggregate principal amount thereof.
(b) The Closing Date. Delivery of the Firm Debentures to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 00000 (xx xxxx other xxxxx xx xxx xx xxxxxx xx xx xxx Xxxxxxx xnd Banc of America Securities LLC) at 8 a.m. EST, on February 12, 2007 or such other time and date as may be designated by agreement between the Company and Banc of America Securities LLC (the time and date of such closing are called the "Closing Date").
(c) The Optional Debentures; any Subsequent Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase, severally and not jointly, up to $10,000,000 aggregate principal amount of Optional Debentures from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Debentures. The option granted hereunder may be exercised at any time and from time to time upon notice by the Initial Purchasers to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Debentures as to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Debentures are to be registered and (iii) the time, date and place at which such Debentures will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term "Closing Date" shall refer to the time and date of delivery of the Firm Debentures and the Optional Debentures). Such time and date of delivery, if subsequent to the Closing Date, is called a "Subsequent Closing Date" and shall be determined by the Initial Purchasers. Such date may be the same as the Closing Date but not earlier than the Closing Date nor earlier than three business days or later than 10 business days after the date of such notice. If any Optional Debentures are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Optional Debentures (subject to such adjustments to eliminate fractional amount as the Initial Purchasers may determine) that bears the same proportion to the total principal amount of Optional Debentures to be purchased as the principal amount of Firm Debentures set forth on Schedule A opposite the name of such Underwriter in Schedule 2 Initial Purchaser bears to this Agreementthe total principal amount of Firm Debentures.
(d) Payment for the Debentures. One or more certificates in definitive form Payment for the Debentures shall be made at the Closing Date (and, if applicable, at any Subsequent Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that BAS has been authorized, for their own account and the accounts of the several Initial Purchasers, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Debentures that and any Optional Debentures the several Underwriters Initial Purchasers have agreed to purchase purchase. BAS, individually and not as the Representative of the Initial Purchasers, may (but shall not be obligated to) make payment for any Debentures to be purchased by any Initial Purchaser whose funds shall not have been received by the Initial Purchasers by the Closing Date or any Subsequent Closing Date, as the case may be, for the account of such Initial Purchaser, but any such payment shall not relieve such Initial Purchaser from any of its obligations under this Agreement, and in such denomination or denominations and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf .
(e) Delivery of the Debentures. The Company shall deliver, or cause to you on the Closing Date be delivered, to BAS for the respective accounts of the several UnderwritersInitial Purchasers the Firm Debentures at the Closing Date, against payment by or on behalf the irrevocable release of a wire transfer of immediately available funds for the Underwriters amount of the purchase price therefor by certified therefore. The Company shall also deliver, or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds cause to be delivered, to BAS for the order accounts of the Company or several Initial Purchasers, the Optional Debentures the Initial Purchasers have agreed to purchase at the option Closing Date or any Subsequent Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the Underwriters, by wire transfer to the account purchase price therefor. Delivery of the Company in same-day funds. Such delivery of, and payment for, the Firm Debentures shall be made through the facilities of The Depository Trust Company unless BAS shall otherwise instruct. Time shall be of the essence, and delivery at the offices of Dykexx Xxxsxxx XXXC, 400 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, xx 9:30 A.M., Detroit time, on April ___, 1997, or at such other place, time or date as you and the Company may agree upon or as you may determine pursuant to Section 9 of this Agreement, such time and date of delivery against payment being referred to place specified in this Agreement as is a further condition to the "Firm Closing Date". The Company will make such certificate orobligations of the Initial Purchasers.
Appears in 1 contract
Samples: Purchase Agreement (Invacare Corp)
Purchase, Sale and Delivery of the Debentures. (a) The Firm Debentures. The Company agrees to issue and sell to the Initial Purchasers the Firm Debentures upon the terms herein set forth. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants contained in this Agreement and upon the terms but subject to the terms and conditions herein set forth in this Agreementforth, the Company agrees to sell to each of the UnderwritersInitial Purchasers agree, and each of the Underwriters, individually severally and not jointly, agrees to purchase from the Company, at a purchase price equal to ___% of the principal amount, Company the respective principal amount of Firm Debentures set forth opposite their names on Schedule A at a purchase price of 97.25 % of the name aggregate principal amount thereof.
(b) The First Closing Date. Delivery of such Underwriter in Schedule 2 to this Agreement. One or more certificates in definitive form for the Firm Debentures that to be purchased by the several Underwriters have agreed to purchase under this Agreement, and in such denomination or denominations and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to you on the Closing Date for the respective accounts of the several Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Company or at the option of the Underwriters, by wire transfer to the account of the Company in same-day funds. Such delivery of, Initial Purchasers and payment for, the Firm Debentures therefore shall be made at the offices of Dykexx Xxxsxxx XXXCthe Company, 400 Xxxxxxxxxxx Xxxxxx, 00xx 000 Xxxxxxxxx Xxxxx, XxxxxxxXxxxxxxxxx, Xxxxxxxx 00000, xx 9:30 A.M., Detroit Xxxxxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York time, on April ___July 7, 19972003, or at such other placetime and date not later than 1:30 p.m. New York time, time or date on July 21, 2003, as you the Representatives and the Company may shall agree upon or (the time and date of such closing are called the "FIRST CLOSING DATE").
(c) The Optional Debentures; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Initial Purchasers to purchase, severally and not jointly, up to $35,000,000 aggregate principal amount of Optional Debentures from the Company at the same price per Optional Note as you the purchase price to be paid by the Initial Purchasers per Firm Note. The option granted hereunder may determine pursuant be exercised at any time (but not more than once) upon notice by the Representatives to Section 9 the Company, which notice may be given at any time within 13 days from the date of this Agreement. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Debentures as to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Debentures are to be registered and (iii) the time, date and place at which such Debentures will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery against payment being referred of the Firm Debentures and the Optional Debentures). Such time and date of delivery, if subsequent to in this Agreement the First Closing Date, is called the "SECOND CLOSING DATE" and shall be determined by the Representatives. Such date may be the same as the "Firm First Closing Date but not earlier than the First Closing Date nor later than 14 days after the First Closing Date". If any Optional Debentures are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Optional Debentures (subject to such adjustments to eliminate fractional amounts as the Representatives may determine) that bears the same proportion to the total principal amount of Optional Debentures to be purchased as the principal amount of Firm Debentures set forth on Schedule A opposite the name of such Initial Purchaser bears to the total principal amount of Firm Debentures. The Company will make Representatives may cancel the option at any time prior to its expiration by giving written notice of such certificate orcancellation to the Company.
Appears in 1 contract
Purchase, Sale and Delivery of the Debentures. (a) On the basis of the representations, warranties, agreements and covenants contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, individually and not jointly, agrees to purchase from the Company, at a purchase price equal to ____% of the principal amount, the respective principal amount of Firm Debentures set forth opposite the name of such Underwriter in Schedule 2 3 to this Agreement. One or more certificates in definitive form for the Firm Debentures that the several Underwriters have agreed to purchase under this Agreement, and in such denomination or denominations and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to you on the Closing Date for the respective accounts of the several Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Company or at the option of the Underwriters, by wire transfer to the account of the Company in same-day funds. Such delivery of, and payment for, the Firm Debentures shall be made at the offices of Dykexx Xxxsxxx XXXCClarx, 400 Xxxxxxxxxxx XxxxxxXxeix & Xeaumont P.L.C., 00xx Xxxxx1600 Xxxxx Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx 9:30 A.M., Detroit time, on April ______________, 19971995, or at such other place, time or date as you and the Company may agree upon or as you may determine pursuant to Section 9 of this Agreement, such time and date of delivery against payment being referred to in this Agreement as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Debentures available to you for inspection at the offices in Madison Heights, Michigan of the Company's transfer agent or registrar or of Ronex & Xo. at least 24 hours prior to the Firm Closing Date.
(b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Debentures as contemplated by the Prospectus, the Company hereby grants to the Underwriters options to purchase, individually and not jointly, the Option Debentures. The purchase price to be paid for any Option Debentures shall be the same as the price for the Firm Debentures set forth above in paragraph (a) of this Section 3, plus accrued interest from ______________, 1995 to the Option Closing Date. The options granted hereby may be exercised as to all or any part of the Option Debentures from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or a Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Debentures prior to the exercise of such options. The Underwriters may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Debentures as to which the Underwriters are then exercising the options and the date and time for delivery of and payment for such Option Debentures. Any such date of delivery shall be determined by the Underwriters but shall not be earlier than two business days or later than seven business days after such exercise of the options and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time, date or both as the Underwriters and the Company may agree upon or as the Underwriters may determine pursuant to Section 9 of this Agreement, are called the "Option Closing Date" in this Agreement with respect to such Option Debentures. Upon exercise of the options as provided in this Agreement, the Company shall become obligated to sell to each of the Underwriters, and, on the basis of the representations and warranties contained in this Agreement and subject to the terms and conditions set forth in this Agreement, each of the Underwriters, individually and not jointly, shall become obligated to purchase from the Company, the same percentage of the total principal amount of the Option Debentures as to which the Underwriters are then exercising the options as such Underwriter is obligated to purchase of the aggregate number of Firm Debentures (subject to such adjustments to provide for purchases of Debentures in principal amounts that are even multiples of $1,000 as you may determine). If the options are exercised as to all or any portion of the Option Debentures, one or more certificates in definitive form for such Option Debentures, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Debentures and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Debentures and Option Closing Date, respectively.
Appears in 1 contract
Purchase, Sale and Delivery of the Debentures. (a) The Firm Debentures. The Company agrees to issue and sell to the several Initial Purchasers the Firm Debentures upon the terms herein set forth. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants contained in this Agreement and upon the terms but subject to the terms and conditions herein set forth in this Agreementforth, the Company agrees to sell to each of the UnderwritersInitial Purchasers agree, and each of the Underwriters, individually severally and not jointly, agrees to purchase from the Company, at a purchase price equal to ___% of Company the principal amount, the respective principal amount at maturity of Firm Debentures set forth opposite their names on Schedule A at a purchase price of 98.5% of the name Issue Price thereof.
(b) The First Closing Date. Delivery of such Underwriter in Schedule 2 to this Agreement. One or more certificates in definitive form for the Firm Debentures that to be purchased by the several Underwriters have agreed to purchase under this Agreement, and in such denomination or denominations and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to you on the Closing Date for the respective accounts of the several Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Company or at the option of the Underwriters, by wire transfer to the account of the Company in same-day funds. Such delivery of, Initial Purchasers and payment for, the Firm Debentures therefor shall be made at the offices of Dykexx Xxxsxxx XXXCDavis Polk & Wardwell, 400 Xxxxxxxxxxx Xxxxxx450 Lexington Avenue, 00xx XxxxxNew York, Xxxxxxx, Xxxxxxxx 00000, New York (or suxx xxxxx xlacx xx 9:30 A.M., Detroit xxx bx xxxxxx xx xx xxx Xxxxxxx xxx xxx Xxxxxsentatives) at 10:00 a.m. New York time, on April ___October 28, 19972002, or at such other place, which date and time or date as you may be postponed by agreement between the Representatives and the Company (the time and date of such closing are called the "First Closing Date").
(c) The Optional Debentures; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase, severally and not jointly, up to $223,330,000 aggregate principal amount of Optional Debentures from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Debentures. The option granted hereunder may agree be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time on or prior to October 29, 2002. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at maturity) of Optional Debentures as you to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Debentures are to be registered and (iii) the time, date and place at which such Debentures will be delivered (which time and date may determine pursuant be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to Section 9 of this Agreement, such the time and date of delivery of the Firm Debentures and the Optional Debentures). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than 10 business days after the date of such notice. If any Optional Debentures are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount at maturity of Optional Debentures (subject to such adjustments to eliminate fractional amount as the Representatives may determine) that bears the same proportion to the total principal amount at maturity of Optional Debentures to be purchased as the principal amount at maturity of Firm Debentures set forth on Schedule A opposite the name of such Initial Purchaser bears to the total principal amount at maturity of Firm Debentures. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
(d) Payment for the Debentures. Payment for the Debentures shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Initial Purchasers, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Debentures and any Optional Debentures the Initial Purchasers have agreed to purchase. BAS or MS, individually and not as a Representative of the Initial Purchasers, may (but shall not be obligated to) make payment for any Debentures to be purchased by any Initial Purchaser whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Initial Purchaser, but any such payment shall not relieve such Initial Purchaser from any of its obligations under this Agreement.
(e) Delivery of the Debentures. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Initial Purchasers the Firm Debentures at the First Closing Date, against payment being referred the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Initial Purchasers, the Optional Debentures the Initial Purchasers have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Debentures shall be registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement as is a further condition to the "Firm Closing Date". The Company will make such certificate orobligations of the Initial Purchasers.
Appears in 1 contract
Purchase, Sale and Delivery of the Debentures. (a) On the basis of the representations, warranties, agreements warranties and covenants contained in this Agreement herein contained, and subject to the terms and conditions herein set forth in this Agreementforth, the Company agrees and the Guarantors agree to sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers agree, individually severally and not jointly, agrees to purchase from the Company, at a purchase price equal to ___% of Company the principal amount, the respective aggregate principal amount of Firm Debentures set forth opposite their names on Schedule V at the name purchase price of such Underwriter in Schedule 2 to this Agreement. One or more certificates in definitive form 96.875% of the principal amount of the Firm Debentures (and the Guarantees thereof) (the “Purchase Price”) plus accrued interest if any from the Closing Date.
(b) Payment of the Purchase Price for the Firm Debentures that the several Underwriters have agreed to purchase under this Agreement, and be sold hereunder is to be made in such denomination or denominations and registered in such name or names as you request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to you on the Closing Date for the respective accounts of the several Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day immediately available funds via wire transfer to the order of the Company or at for the option Debentures to be sold by it against delivery of the Underwriters, by wire transfer certificates therefor to the account of the Company in same-day fundsInitial Purchasers. Such delivery of, and payment for, the Firm Debentures shall is to be made at the offices of Dykexx Xxxsxxx XXXCXxxxxx & Xxxxxxx LLP, 400 Xxxxxxxxxxx XxxxxxNew York, 00xx XxxxxNew York at 9:00 a.m., Xxxxxxx, Xxxxxxxx 00000, xx 9:30 A.M., Detroit EST time, on April ___May 16, 1997, 2006 or at such other place, time or and date not later than five business days thereafter as you and the Company may shall agree upon or as you may determine pursuant to Section 9 of this Agreementupon, such time and date of delivery against payment being herein referred to in this Agreement as the "Firm “Closing Date".” (As used herein, “business day” means a day on which each of the New York Stock Exchange and the Nasdaq National Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Upon delivery of the Purchase Price, one or more global securities representing the Debentures shall be registered by the Trustee in the name of the nominee of The Depositary Trust Company (“DTC”), Cede & Co., credited to the respective accounts of each of the Initial Purchasers and deposited with the Trustee as custodian for DTC on the Closing Date.
(c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Guarantors hereby grant to the Initial Purchasers an option to purchase, severally and not jointly, pro rata (in the same proportion as each Initial Purchaser is obligated to purchase the Firm Debentures), any or all of the Option Debentures (and the Guarantees thereof) at the Purchase Price. The option granted hereby may be exercised in whole or in part by Jefferies giving written notice to the Company setting forth the aggregate principal amount of Option Debentures as to which the Initial Purchasers are exercising the option and the time and date for delivery of and payment for such Option Debentures. The time and date at which certificates for Option Debentures are to be delivered shall be determined by Jefferies but shall not be later than 30 days from and including the Closing Date, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Jefferies may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Debentures shall be made on the Option Closing Date in immediately available funds via wire transfer to the order of the Company for the Option Debentures against delivery of Debentures therefor.
(d) It is understood that each Initial Purchaser will make such certificate oroffer and sell the Debentures in accordance with this Section 2 as soon as that Initial Purchaser deems it advisable to do so. The Debentures are to be initially offered at the offering price set forth in the Disclosure Package and Offering Memorandum. Each Initial Purchaser may from time to time thereafter change the price and other selling terms.
(e) Each Initial Purchaser severally and not jointly understands and acknowledges that the Debentures and the Conversion Shares have not been and will not be registered under the Securities Act (except as contemplated by the Registration Rights Agreement) and may not be offered or sold, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, each Initial Purchaser severally and not jointly agrees that it will offer and sell the Debentures only to
Appears in 1 contract
Samples: Purchase Agreement (Broadwing Corp)
Purchase, Sale and Delivery of the Debentures. (a) On the basis of the representationsrepresentations and warranties contained in, warranties, agreements and covenants contained in this Agreement and subject to the terms and conditions set forth in of, this Agreement, the Company agrees to sell the Firm Debentures to each of the Underwriters, several Underwriters and each of the Underwriters, individually severally and not jointly, agrees to purchase from the Company, amount of Firm Debentures set opposite that Underwriter’s name in Schedule II hereto. Each Underwriter will purchase such aggregate principal amount of Firm Debentures at a an aggregate purchase price equal to ___97.6167% of the principal amountamount thereof (the “Purchase Price”). In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the respective Company grants to the Underwriters an option to purchase up to $75,000,000 aggregate principal amount of Option Debentures. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Debentures and is exercisable as provided below in this Section 3. Option Debentures shall be purchased severally for the account of the Underwriters in proportion to the aggregate principal amount of Firm Debentures set forth opposite the name of such Underwriter Underwriters in Schedule 2 II hereto. Each Underwriter will purchase such aggregate principal amount of Option Debentures at an aggregate purchase price equal to this Agreementthe Purchase Price plus accrued interest, if any, from the First Closing Date (as defined below) to the Second Closing Date (as defined below). One or more certificates in definitive form for The respective purchase obligations of each Underwriter with respect to the Firm Option Debentures shall be adjusted by the Representatives so that the several Underwriters have agreed no Underwriter shall be obligated to purchase under this Agreement, and Option Debentures other than in such denomination denominations of $1,000 or denominations and registered in such name or names as you request upon notice integral multiples thereof. The Company shall not be obligated to deliver any of the Company at least 48 hours prior Debentures to the Firm Closing Date, shall be delivered by or on behalf of the Company to you on the any Closing Date (as defined below), except upon payment for all the respective accounts Debentures to be purchased on such Closing Date as provided herein. Delivery of the several Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Company or at the option of the Underwriters, by wire transfer to the account of the Company in same-day funds. Such delivery of, and payment for, for the Firm Debentures shall be made at the offices of Dykexx Xxxsxxx XXXCShearman & Sterling LLP, 400 Xxxxxxxxxxx 500 Xxxxxxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxxxxxx, Xxxxxxxx Xxx Xxxx 00000, xx 9:30 at 9:00 A.M., Detroit New York City time, on April ___, 1997, the fourth full business day following the date of this Agreement or at such other placedate or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “First Closing Date.” The option granted above in this Section 3 will expire 30 days after the date of this Agreement and may be exercised in whole or in part from time to time, by written notice being given to the Company by the Representatives. Such notice shall set forth the aggregate principal amount of Option Debentures as to which the option is being exercised, the names in which the Option Debentures are to be registered, the denominations in which the Option Debentures are to be issued and the date and time, as determined by the Representatives, when the Option Debentures are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the Option Debentures are delivered are sometimes referred to as a “Second Closing Date” and the First Closing Date and any Second Closing Date are sometimes each referred to as a “Closing Date.” Delivery of and payment for the Option Debentures shall be made at the offices of Shearman & Sterling LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, a 9:00 A.M., New York City time, on such Second Closing Date. On each Closing Date, one or date more Debentures in definitive form, registered in the name of Cede & Co., as you and nominee of The Depository Trust Company (“DTC”), having an aggregate principal amount corresponding to the aggregate principal amount of Debentures sold pursuant to this Agreement (collectively, the “Global Debentures”), shall be delivered by the Company to the Underwriters against payment by the Underwriters of the Purchase Price thereof by wire transfer of immediately available funds as the Company may agree upon or as direct by written notice delivered to you may determine pursuant no later than one business day prior to Section 9 of this Agreement, such time and date of delivery against payment being referred to in this Agreement as the "Firm Closing Date". The Company will make Global Debentures in definitive form shall be made available to the Underwriters for inspection not later than 2:00 P.M., New York City time, on the business day prior to such certificate orClosing Date.
Appears in 1 contract
