Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable on the Closing Date. (b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof. (c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers. (d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
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Samples: Purchase Agreement (Mg Waldbaum Co), Purchase Agreement (Mg Waldbaum Co)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Companies agree to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreementsPurchaser, and upon the terms herein set forthInitial Purchaser and the Companies agree to restructure the Chase Debt such that the Chase Debt will be evidenced by the Notes. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject As consideration for acting as placement agent with respect to the conditions herein set forthNotes and for restructuring the Chase Debt, the Companies agree to pay the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable Purchaser on the Closing Date.
(b) The Closing DateDate a fee of $3,850,000.00. Delivery of One or more certificates for the Securities in definitive form to be purchased by for the Notes and the related Guarantees that the Initial Purchasers Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Companies at least 48 hours prior to the Closing Date (as defined) shall be delivered by or on behalf of the Companies, against payment by or on behalf of the Initial Purchaser, of the purchase price therefor by wire transfer of immediately available funds to the account of the Companies previously designated by it in writing or as the Companies otherwise direct. Such delivery of and payment therefor for the Notes and the related Guarantees shall be made at the offices of Shearman Xxxxxx Xxxxxx & SterlingXxxxxxx, 000 Xxxxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) , at 9:00 a.m. 10:00 A.M., New York City time, on March 27August 21, 20011998, or at such other time and date as the Initial Purchasers shall designate by notice to Acquisition (Purchaser and the Companies may agree upon, such time and date of such closing are called delivery against payment being herein referred to as the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition ." The Companies will make such certificate or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, ------------ certificates for the Notes and the related Guarantees available for checking and packaging by the Initial Purchaser at the Closing Date against the irrevocable release offices in New York, New York of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant CIBC Xxxxxxxxxxx Corp. at least 24 hours prior to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersDate.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Samples: Restructuring Agreement (Insight Communications of Central Ohio LLC)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties warranties, and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forthforth herein, the Initial Purchasers Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $12.22 per share, the respective number of Securities set forth opposite the names of the Underwriters in Schedule 1 hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters against payment of the purchase price by the Underwriters in Federal (same day immediately available) funds by wire transfer to an account specified by the Company to the Representative drawn to the order of Lone Pine Resources Inc. at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, at 8 A.M., New York time, on June 1, 2011, or at such other time or place on the same or such other date as the Representative 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 “Exchange Act”), 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 Firm Securities sold pursuant to the offering. The Firm Securities shall be delivered through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefor. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the U.S. Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase from Acquisition such Optional Securities. Such Optional Securities shall be purchased for the respective principal amount account of Notes each Underwriter in the same proportion as the number of Firm Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name payable on bears to the Closing Date.
total number of Firm Securities (bsubject to adjustment by the Representative to eliminate fractions) The Closing Date. Delivery of certificates for the Securities in definitive form to and may be purchased by the Initial Purchasers Underwriters 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 during the above-mentioned 30-day period and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each time for the delivery of and payment therefor 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 made at determined by the offices Representative but shall be not later than five full business days after written notice of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed election to by Acquisition and purchase Optional Securities is given. The Company will deliver the Initial Purchasers) at 9:00 a.m. New York City time, Optional Securities being purchased on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the each Optional Closing Date to or as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated instructed by the provisions of Section 16 hereof.
(c) Delivery Representative for the accounts of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date several Underwriters against the irrevocable release of a wire transfer of immediately available funds for the amount payment of the purchase price therefore, therefor in Federal (same day) funds by wire transfer to an account specified by the Company to the Representative. The Optional Securities shall be delivered through the facilities of 100% DTC against payment of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchaserspurchase price therefor.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
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Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from Acquisition purchase, the respective principal amount of Notes as Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name in Schedule I hereto at a price equal to 93.971% of the principal amount thereof plus accrued interest, if any, from May 11, 2009 to the Closing Date, subject to adjustments in accordance with Section 9 hereof.
(b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York time, on the business day prior to the Closing Date.
(bc) The Closing Date. Delivery of certificates for It is understood that the Underwriters intend to offer the Securities in definitive form for sale to be purchased by the Initial Purchasers and payment therefor shall be made public at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited set forth in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersProspectus.
(d) Delivery of Offering Memorandum to Any action by the Initial Purchasers. Not later than 12:00 p.m. Underwriters hereunder may be taken by X.X. Xxxxxx Securities Inc. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies behalf of the Offering Memorandum in Underwriters, and any such quantities and at such places as action taken by X.X. Xxxxxx Securities Inc. shall be binding upon the Initial Purchasers shall reasonably requestUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the --------------------------------------------- representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, (i) the Issuers hereby agree to issue and sell the Securities to the several Initial Purchasers agreePurchasers, and (ii) each Initial Purchaser hereby agrees, severally and not jointly, to purchase from Acquisition the Issuers, at a purchase price of 98.00% of the principal amount thereof (the "Purchase Price"), the respective principal amount of Notes as Securities set forth on in Schedule B, I hereto opposite the name of such Initial Purchaser's name payable on , plus accrued interest, if any, from August 14, 2001 to the Closing Date.
(b) The Closing Date. Delivery of certificates and payment of the Purchase Price for the Securities shall be made in definitive form to be purchased by the Initial Purchasers your offices at 130 Liberty Street, New York, New York 10006, or at such other location ax xxx xx xxxxxxxx xxxxxxxxxx. Xxxx xxxxxxxx and payment therefor shall be made at the offices of Shearman & Sterling10:00 a.m., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27August 14, 2001, or at such other time as shall be agreed upon by you and date as the Initial Purchasers shall designate by notice to Acquisition (the Issuers. The time and date of such closing delivery and payment are herein called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) " Delivery of the Notes. Acquisition Securities shall deliver, or cause be made to be delivered, to Banc you for your account against payment of America Securities LLC, the purchase price for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Issuers at least one business day prior to the Closing Date. The Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Issuers will permit you to examine and package such Securities for delivery at least one full business day prior to the Closing Date. The Initial Purchasers have advised the Issuers that the Initial Purchasers propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. Each of the Initial Purchasers hereby, severally, and not jointly, represents and warrants to, and agrees with, the Issuers that it (i) has not and will not solicit offers for, or offer or sell, such Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, and has not engaged and will not engage in any directed selling efforts in connection with the Securities and has complied and will comply with the offering restrictions requirement of Regulation S, (ii) will solicit offers for such Securities pursuant to Rule 144A, Regulation S or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Securities, as part of its distribution thereof, only to, respectively, (A) in the case of offers inside the United States, persons in the United States whom it reasonably believes to be qualified institutional buyers within the meaning of Rule 144A ("Qualified Institutional Buyers") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a Qualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, -------- ------- that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors" contained in the Offering Memorandum (or, if the Offering Memorandum is not in existence, in the Preliminary Offering Memorandum). Each Initial Purchaser severally agrees that, at or prior to confirmation of sale of the Securities, other than a sale pursuant to Rule 144A, such Initial Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not to be offered or sold within the United States or to, or for the amount account or benefit of, U.S. persons (i) as part of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, their distribution at any time or (ii) otherwise until 40 days after the consummation later of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation commencement of the Mergeroffering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the fees and commissions of Securities Act. Terms used above have the Initial Purchasers, in immediately available funds, equal meanings given to 3% of the aggregate principal amount of Notes issued them by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.Regulation S."
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally Company agrees to sell to the Underwriter and not jointly, the Underwriter agrees to purchase from Acquisition the respective Company the principal amount of Notes as Securities set forth on in Schedule BI hereto at the purchase price set forth in Schedule I hereto plus accrued interest, opposite such Initial Purchaser's name payable on if any, from the Closing Date.
(b) The Closing Datedate specified in Schedule I hereto to the date of payment and delivery. Delivery of certificates Payment for the Securities in definitive form to be purchased sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the Initial Purchasers order of the Company for the Securities to be sold by it against delivery of the Securities to the Underwriter. Such payment and payment therefor shall delivery are to be made at the offices of Shearman Alex. Xxowx & SterlingXons Incorporated, 000 135 Xxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City Xxxxxxxx, xx 10:00 A.M. Baltimore time, on March 27, 2001, the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Initial Purchasers Company shall designate by notice to Acquisition (the agree upon, such time and date of such closing are called being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange 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). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America The Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited registered in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger such names and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered as the Underwriter requests in writing not later than the name of the Depository or its nominee, pursuant second full business day prior to the DTC Letter of RepresentationsClosing Date, and shall will be delivered through book-entry facilities of The Depository Trust Company ("DTC") and made available for inspection on by the Underwriter at least one business day preceding prior to the Closing Date at a location in New York City, such place as the Initial Purchasers may designate. Time Underwriter, DTC and the Company 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 Initial Purchasersagree.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, all of agree to purchase the Securities in the respective amounts set forth on SCHEDULE 1 hereto at 97.0% of their principal amount. One or more certificates in definitive form for the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Securities that the Initial Purchasers agree, severally and not jointly, have agreed to purchase from Acquisition hereunder, and in such denomination or denominations and registered in such name or names as the respective principal amount of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable on Purchasers request upon notice to the Issuers at least 36 hours prior to the Closing Date.
, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (b) The same day funds), net of the Initial Purchasers' overnight cost of such funds, to such account or accounts as the Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor Se- curities shall be made at the offices of Shearman Xxxxxx Xxxxxx & SterlingXxxxxxx, 000 Xxxxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (at 10:00 A.M., New York time, on July 25, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." The Issuers will make such certificate or certificates for the Securities available for checking and packaging by the Initial Purchasers at the offices of BT Securities Corporation in New York, New York, or at such other place as BT Securities Corporation may be agreed designate, at least 24 hours prior to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers agree, severally Purchaser and not jointly, the Initial Purchaser agrees to purchase from Acquisition the respective Company, at a purchase price of 96.75% of the aggregate principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from March 3, 2004 to the Closing Date, the Firm Securities. Each Security will be convertible at the option of Notes as the holder into the Underlying Securities at the conversion price set forth on Schedule Bin the Securities (the “Conversion Price”), opposite such which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall be registered by the Trustee in the name of the nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the account of the Initial Purchaser's name payable Purchaser and deposited with the Trustee as custodian for DTC on the Closing Date.
(b) The Closing Date, against payment by or on behalf of the Initial Purchaser to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of certificates and payment for the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Dxxxx Xxxx & SterlingWxxxxxxx, 000 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) 00000 at 9:00 a.m. 9:30 A.M., New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second fourth full business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places other place, time or date not later than five business days thereafter as the Initial Purchasers Purchaser and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date”. (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)
(b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchaser to purchase the Option Securities at the Purchase Price set forth in Section 2(a) plus accrued interest, if any, from March 3, 2004 to the Option Closing Date (as defined below). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement by the Initial Purchaser to the Company, setting forth the aggregate principal amount of Option Securities as to which the Initial Purchaser is exercising the option and the time and date for delivery of and payment for such Option Securities. The time and date for delivery of and payment for such Option Securities shall reasonably requestbe determined by the Initial Purchaser but shall not be later than ten full business days after the exercise of such option, 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 two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The Initial Purchaser may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
Samples: Purchase Agreement (Veritas DGC Inc)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, severally and not jointly, all each of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeagrees, acting severally and not jointly, to purchase from Acquisition the Securities, at 100% of their principal amount, in the respective principal amount of Notes as amounts set forth opposite their names on Schedule BI hereto. One or more certificates in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, opposite and in such denomination or denominations and registered in such name or names as the Initial Purchaser's name payable on Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date.
(b) The , shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds payable to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Cahixx Xxxxxx & SterlingXeinxxx, 000 Xxxxxxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (Xxxx, xx 9:00 A.M., New York time, on 9:00 A.M., 1998, or at such other place, time or date as the Initial Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Securities available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York or such other place as BT Alex. Browx Xxxorporated may be agreed designate, at least 24 hours prior to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Samples: Purchase Agreement (Info Usa)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers agree, severally Purchaser and not jointly, the Initial Purchaser agrees to purchase from Acquisition the respective Company, at a purchase price of 105% of the aggregate principal amount thereof (the "Purchase Price"), plus accrued interest from December 6, 2004 to the Closing Date, the Securities. Each Security will be convertible at the option of Notes as the holder into a combination of cash and the Underlying Securities at the conversion price set forth on Schedule Bin the Securities (the "Conversion Price"), opposite such which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Securities shall be registered by the Trustee in the name of the nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to the account of the Initial Purchaser's name payable , and deposited with the Trustee as custodian for DTC on the Closing Date.
(b) The Closing Date, against payment by or on behalf of the Initial Purchaser to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Davis Polk & SterlingWardwell, 000 Xxxxxxxxx Xxxxxx450 Lexington Avenue, Xxx XxxxNew York, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time00000 xx 0:30 X.X., on March 27Xew Xxxx Xxxx xxxx, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day xx xxx xxxxxx xxxx xxxxxxxx xay following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places other place, time or date not later than five business days thereafter as the Initial Purchasers shall reasonably requestPurchaser and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "Closing Date". (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)
Appears in 1 contract
Samples: Purchase Agreement (American Equity Investment Life Holding Co)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Initial Purchasers Company and Hovnanian agree to sell to the Underwriters the Underwritten Securities and the Underwriters agree, severally and not jointly, to purchase from Acquisition the Company and Hovnanian, the respective principal amount number of Notes as Underwritten Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name payable on the Closing Datein Schedule A hereto at a purchase price of $970 per Unit.
(b) The Closing Date. Delivery Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company and Hovnanian hereby grant an option to the several Underwriters to purchase, severally and not jointly, up to 10,000 Units of certificates Optional Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised in whole or in part upon written or telegraphic notice by the Representatives to the Company setting forth the number of Optional Securities in definitive form as to which the several Underwriters are exercising the option and the settlement date. The number of Optional Securities to be purchased by each Underwriter shall be the same percentage of the total number of Optional Securities to be purchased by the Initial Purchasers and payment therefor several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed make to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, eliminate any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereoffractional Units.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, and payment for the account Underwritten Securities and the Optional Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before 4:30 P.M. on the third business day immediately preceding the Closing Date) shall be made on October 2, 2012 at 10:00 A.M. or at such time on such later date not more than three business days after the foregoing 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 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Initial Purchasers, certificates Securities shall be made to the Representatives for the Notes at respective accounts of the Closing Date several Underwriters in such names and in such denominations as the Representatives shall request against payment by the irrevocable release of a wire transfer of immediately available funds for several Underwriters through the amount Representatives of the purchase price therefore, of 100% thereof to or upon the order of the aggregate principal amount Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will Underwritten Securities and the Optional Securities shall be immediately deposited in made through the account established under facilities of The Depository Trust Company (“DTC”) unless the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by AcquisitionRepresentatives shall otherwise instruct. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall Securities will be made available for inspection on checking at the business day preceding office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at or the time and place specified in this Agreement is a further condition to date for payment for the obligations of Optional Securities as the Initial Purchasers.case may be
(d) Delivery If the option provided for in Section 3(b) hereof is exercised after 4:30 P.M. on the third business day immediately preceding the Closing Date, the Company will deliver the Optional Securities (at the expense of Offering Memorandum the Company) to the Initial Purchasers. Not Representatives, at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option, unless said option is exercised after 4:30 P.M. in which case such date shall be within four business days of said option, but which shall in no event be later than 12:00 p.m. the 13th day from, and including, the Closing Date) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the second business day following settlement date for the date of this AgreementOptional Securities, Acquisition shall deliver or cause to be delivered copies and the obligation of the Offering Memorandum in Underwriters to purchase the Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such quantities date the opinions, certificates and at such places as letters delivered on the Initial Purchasers shall reasonably requestClosing Date pursuant to Section 7 hereof.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell to the Underwriters the respective aggregate principal amount of Initial PurchasersSecurities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, all agrees to purchase the respective aggregate principal amount of Initial Securities set forth opposite the name of such Underwriter on Exhibit A hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of 96.875% of such aggregate principal amount (the “Purchase Price”).
(b) In addition, on the basis of the representations, representations and warranties herein contained and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Initial Purchasers agreeCompany hereby grants an option to the Underwriters, severally and not jointly, to purchase from Acquisition the respective up to an additional $[●] aggregate principal amount of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable on Securities at a price equal to the Purchase Price (without giving effect to any accrued interest from the Closing Date.
(b) The Date to the applicable Option Closing Date). Delivery The option granted by this Section 3(b) may be exercised only to cover over-allotments in the sale of certificates for the Initial Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made Underwriters. The option hereby granted will expire at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 11:59 P.M. (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, ) on March 27, 2001, the 30th day after the date hereof and may be exercised on up to three occasions in whole or such other time in part only for the purpose of covering over-allotments which may be made in connection with the offering and date as distribution of the Initial Purchasers shall designate Securities upon notice by notice the Representative to Acquisition (the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such closing are called the "Option Securities. Any such time and date of delivery (an “Option Closing Date"). Acquisition hereby acknowledges that circumstances under which ”) shall be determined by the Initial Purchasers may provide notice Representative, but shall not be earlier than three or later than seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to postpone the Closing Date Date. If the option is exercised as originally scheduled include, but are in no way limited to, to all or any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery portion of the Notes. Acquisition shall deliverOption Securities, or cause the Company will sell to be delivered, to Banc of America Securities LLC, for the account Underwriters that proportion of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase price thereforethat proportion of the total aggregate principal amount of Option Securities then being purchased, of 100% of which the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited Initial Securities set forth in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in Exhibit A opposite the name of the Depository or its nomineesuch Underwriter, pursuant plus any additional amount of Initial Securities which such Underwriter may become obligated to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.purchase
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition Each of the Company and the Guarantors agrees to issue and sell to the several Initial Purchasers, severally and not jointly, Purchasers all of the Securities Securities, and subject to the conditions set forth herein and on the basis of the representations, warranties and agreementswarranties, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forthherein, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective Company and the Guarantors the aggregate principal amount of Notes as Securities set forth opposite their names on Schedule A-1, at the purchase price set forth on Schedule B, opposite such Initial Purchaser's name A-2 payable on the Closing Date.
(b) The Closing Date. Delivery of One or more certificates for the Securities in definitive form to be purchased by the Initial Purchasers shall be delivered to, and payment therefor shall be made at at, the offices of Shearman Xxxxxx Xxxxxx & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxxx LLP (or such other place as may be agreed to by Acquisition the Company and the Initial PurchasersSunTrust) at 9:00 a.m. New York City time, on March 27October 19, 20012015, or such other time and date as the Initial Purchasers SunTrust shall designate by notice to Acquisition the Company (the time and date of such closing are called the "“Closing Date"”). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers SunTrust may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Preliminary Offering Memorandum or a delay as contemplated by the provisions of Section 16 17 hereof.
(c) Delivery of the Notes. Acquisition The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC, SunTrust for the account accounts of the several Initial Purchasers, Purchasers certificates for the Notes Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisitiontherefor. The certificates for the Notes Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of The Depository Trust Company (the Depository or its nominee, pursuant to the DTC Letter of Representations“Depositary”), and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers SunTrust may designate. 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 Initial Purchasers.
(d) Delivery Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:
(i) it will solicit offers for such Securities only from, and will offer such Securities only (a) to persons who it reasonably believes are “qualified institutional buyers” within the meaning of Offering Memorandum Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex I to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement;
(ii) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), Acquisition shall deliver (2), (3) or cause (7) under the Securities Act; and
(iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to be delivered copies sell Securities in any manner involving a public offering within the meaning of Section 4(a)(2) of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestSecurities Act.
Appears in 1 contract
Samples: Purchase Agreement (Nn Inc)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, severally and not jointly, all each of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeagrees, acting severally and not jointly, to purchase from Acquisition the Securities, at 100.25% of their principal amount, in the respective principal amount of Notes as amounts set forth opposite their names on Schedule BI hereto. One or more certificates in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, opposite and in such denomination or denominations and registered in such name or names as the Initial Purchaser's name payable on Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date.
(b) The , shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds payable to such account or account as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Cahixx Xxxxxx & SterlingXeinxxx, 000 Xxxxxxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (Xxxx, xx 10:00 A.M., New York time, on January 16, 1998, or at such other place, time or date as the Initial Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Securities available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York or such other place as BT Alex. Browx Xxxorporated may be agreed designate, at least 24 hours prior to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the terms and conditions herein set forth, the Initial Company agrees to issue and sell to Purchasers, and Purchasers agree, severally and not jointly, agree to purchase from Acquisition the respective principal amount Company, (i) a total of Notes as set forth on Schedule B1,500,000 shares of Preferred Stock at $13.50 per share and (ii) the Warrants, opposite such Initial Purchaser's name payable on for a total consideration of Twenty Million Two Hundred Fifty Thousand Dollars ($20,250,000) (the Closing Date“Purchase Price”).
(b) The closings of the transactions described herein (the “Closings”) shall take place at times and on dates (the “Closing Dates”) to be specified by the parties; provided, however, that the initial closing will be no later than 5:00 p.m. (Pacific time) on January 31, 2007 (such closing date, the “Initial Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition ”) and the Initial Purchasers) second closing will occur at 9:00 a.m. New York City time, on March 27, 2001, or immediately before such other time and date as the Initial Purchasers shall designate by notice to Acquisition Merger closes (the time and date of such closing are called date, the "“Second Closing Date"”). Acquisition hereby acknowledges that circumstances under which Each of the Closings will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at such Closing will be deemed to be taken simultaneously. The Purchasers who purchase shares of Preferred Stock and Warrants hereunder on the Initial Purchasers may provide notice to postpone the Closing Date are referred to herein as originally scheduled include, but the “Initial Closing Purchasers” and the Purchasers who purchase Preferred Stock on the Second Closing Date are in no way limited to, any determination by Acquisition or referred to herein as the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof“Second Closing Purchasers”.
(c) Delivery On the Initial Closing Date, the Company shall (i) deliver share certificates in definitive form for an aggregate of 750,000 shares of Preferred Stock issued to the Initial Closing Purchasers in the respective amounts set forth on the signature pages hereto, duly executed on behalf of the Notes. Acquisition shall deliverCompany, (ii) deliver the Warrants to the Initial Closing Purchasers, duly executed on behalf of the Company, (iii) deliver this Subscription Agreement, duly executed on behalf of the Company, (iv) deliver the Registration Rights Agreement, duly executed on behalf of the Company, and (v) file or cause to be delivered, to Banc filed the Certificate of America Securities LLC, for Designations with the account Secretary of State of the State of Colorado.
(d) On the Initial PurchasersClosing Date, certificates for each of the Notes at Purchasers shall deliver this Subscription Agreement and Registration Rights Agreement, each duly executed on behalf of each such Purchaser, and the Initial Closing Date against Purchasers shall pay an aggregate amount of Ten Million One Hundred Twenty Fifty Thousand Dollars ($10,125,000) towards the irrevocable release of a Purchase Price by wire transfer of immediately available funds for to an account as directed by the amount of Company.
(e) On the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to AcquisitionSecond Closing Date, the Company jointly and severally agree shall deliver share certificates in definitive form for an aggregate of 750,000 shares of Preferred Stock issued to pay, the Second Closing Purchasers in the respective amounts set forth on the date signature pages hereto, duly executed on behalf of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersCompany.
(df) Delivery On the Second Closing Date, the Second Closing Purchasers shall pay an aggregate amount of Offering Memorandum to Ten Million One Hundred Twenty Fifty Thousand Dollars ($10,125,000) (the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies remainder of the Offering Memorandum in such quantities and at such places Purchase Price) by wire transfer of immediately available funds to an account as directed by the Initial Purchasers shall reasonably requestCompany.
Appears in 1 contract
Samples: Subscription Agreement (M Wave Inc)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition The Company agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective Company the aggregate principal amount of Notes as Securities set forth opposite their names on SCHEDULE A, at the offering price set forth on Schedule Bthe cover of the Offering Memorandum, opposite such Initial Purchaser's name plus accrued interest, payable on the Closing Date. As compensation for the services rendered by the Initial Purchasers to the Company in respect of the issuance and sale of the Securities, the Company will pay to the Initial Purchasers a commission of 1.26% of the principal amount thereof sold to the Initial Purchasers under this Agreement. All payments to be made by the Company to the Initial Purchasers as compensation for the services rendered by the Initial Purchasers to the Company in respect of the issuance and sale of the Securities hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & SterlingSterling LLP, 000 Xxxxxxxxx Xxxxxx599 Lexington Avenue, Xxx XxxxNew York, Xxx Xxxx 00000-0000 New York 10022 (or such other place as may be agreed to by Acquisition and the Initial xxx xx xxxxxx xx xx xxx Xxxxxxx xxx xxx Xxxxxal Purchasers) at 9:00 a.m. New York City time, on March 27November 19, 20012004, or such other which date and time may be postponed by agreement between the Company and date as the Initial Purchasers shall designate by notice to Acquisition or as provided in Section 16 hereof (the time and date of such closing are called the "Closing Date"). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice request to postpone the Closing Date as originally scheduled include, but are in no way limited towithout limitation, any determination by Acquisition the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof16.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition Company agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of several Underwriters the Firm Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers Underwriters agree, severally and not jointly, to purchase from Acquisition the Company the respective number of Firm Securities set forth opposite their names on Schedule A at 97.855% of their principal amount plus accrued interest, if any, from August 23, 2001 to the date of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable on the Closing Datepayment and delivery.
(b) The Closing Date. Delivery of certificates for the Firm Securities in definitive form to be purchased by the Initial Purchasers Underwriters and payment therefor shall be made at the offices of Shearman & SterlingBanc of America Securities LLC ("BAS"), 000 Xxxxxxxxx 9 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 XX 00000 (or xr such other place as may be agreed to by Acquisition the Company and the Initial PurchasersRepresentatives) at 9:00 a.m. New York City time, on March 27August 23, 2001, or such other time and date not later than 10:30 a.m. New York time, on September 6, 2001, as the Initial Purchasers Representatives shall designate by notice to Acquisition the Company (the time and date of such closing are called the "First Closing Date"). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers Representatives to recirculate to investors the public copies of an amended or supplemented Offering Memorandum Prospectus or a delay as contemplated by the provisions of Section 16 hereof10.
(c) Delivery In addition, on the basis of the Notesrepresentations, 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 Underwriters to purchase, severally and not jointly, up to an aggregate of $22,500,000 in principal amount of Optional Securities from the Company at 97.855% of their principal amount plus accrued interest, if any, from August 23, 2001 to the date of payment and delivery. Acquisition The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Securities. The option granted hereunder may be exercised at any time (but not more than once) upon notice by BAS 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 aggregate principal amount of Optional Securities as to which the Underwriters are exercising the option, (ii) the names and denominations in which the Optional Securities are to be registered and (iii) the time, date and 11 13 place at which such certificates 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 of the Firm Securities and the Optional Securities). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by BAS and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Securities that bears the same proportion to the total number of Optional Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities. BAS may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
(d) The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.
(e) Payment for the Securities 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 Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Optional Securities the Underwriters have agreed to purchase. BAS or Salxxxx Xxxxx Xxrxxx Xxc., individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter 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 Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC, the Representatives for the account accounts of the Initial Purchasers, certificates for several Underwriters the Notes Firm Securities at the First Closing Date Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforetherefor. The Company shall also deliver, of 100% or cause to be delivered to the Representatives for the accounts of the aggregate principal several Underwriters, certificates for the Optional Securities the Underwriters 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 Notes issued by Acquisition plus interestpurchase price therefor. The Securities 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, if anyas the case may be), from March 27, 2001, which will be immediately deposited with any transfer taxes payable in connection with the account established under the Pledge Agreement. Acquisition and, after the consummation transfer of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant Securities to the DTC Letter of RepresentationsUnderwriters duly paid, and shall be made available for inspection on the business day 12 14 preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City, City as the Initial Purchasers Representatives may designate. 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 Initial PurchasersUnderwriters.
(dg) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreementthe Securities are first released by the Underwriters for sale to the public, Acquisition the Company shall deliver or cause to be delivered delivered, copies of the Offering Memorandum Prospectus in such quantities and at such places as the Initial Purchasers Representatives shall reasonably request.
Appears in 1 contract
Samples: Underwriting Agreement (HCC Insurance Holdings Inc/De/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, severally and not jointlythe Initial Purchaser agrees to purchase from the Company, all at a purchase price of 97.0% of the principal amount thereof, plus accrued interest from November 17, 1997, if any, to the Firm Closing Date (as defined), the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the basis Firm Closing Date to the Company by or on behalf of the representations, warranties and agreements, and upon the terms herein set forth. On the basis Initial Purchaser of the representationspurchase price therefor in immediately available funds. Such payment for the Firm Securities shall be made at the offices of King & Xxxxxxxx, warranties 0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on November 17, 1997, or at such other place, time or date as the Initial Purchaser and agreements the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein containedreferred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Initial Purchaser at the offices in New York, New York of the Trustee 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 Securities as contemplated by the Offering Memorandum, the Company hereby grants to the Initial Purchaser an option to purchase, up to $15,000,000 aggregate principal amount of Option Securities. The purchase price to be paid for any Option Securities shall be 97.0% of the principal amount thereof, plus accrued interest from November 17, 1997, if any, to the Option Closing Date (as defined). The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 days after the date of the Offering Memorandum (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Initial Purchaser shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Initial Purchaser may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the Initial Purchaser is then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Initial Purchaser, but shall not be earlier than two business days or later than seven business days after such exercise of the option 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 on such other date as the Initial Purchaser and the Company may agree upon or as the terms but Initial Purchaser may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to the Initial Purchaser, and, subject to the terms and conditions herein set forth, the Initial Purchasers agree, severally and not jointly, Purchaser shall become obligated to purchase from Acquisition the respective principal amount of Notes as set forth on Schedule BCompany, opposite such Initial Purchaser's name payable on the Closing Date.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, Option Securities as to which will be immediately deposited in the account established under Initial Purchaser is then exercising the Pledge Agreementoption. Acquisition and, after If the consummation option is exercised as to all or any portion of the Merger and release of the Collateral to AcquisitionOption Securities, one or more Global Securities representing such Option Securities shall be delivered by the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions behalf of the Initial Purchasers, in immediately available funds, equal Purchaser to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations DTC and registered in the name of the Depository or its Cede & Co., as DTC's nominee, pursuant against payment for such Option Securities, 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 DTC Letter of Representations, Firm Securities and the Firm Closing Date shall be made available deemed, for inspection on the business day preceding the purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date at a location in New York CityDate, as the Initial Purchasers may designate. 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 Initial Purchasersrespectively.
(dc) Delivery It is understood and acknowledged that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of Offering Memorandum the Securities Act, the Securities (and all securities in exchange therefor, in substitution thereof or upon conversion thereof), shall bear a legend to the Initial Purchasersfollowing effect: THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") ACQUIRING FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 (A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. Not later than 12:00 p.m. on the second business day following the date of this AgreementCONVERSION OF THIS SECURITY IS SUBJECT TO CERTIFICATION AND OTHER REQUIREMENTS, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestAND ANY COMMON STOCK ISSUED ON SUCH CONVERSION WILL BE SUBJECT TO THE TRANSFER RESTRICTIONS REFERRED TO ABOVE.
Appears in 1 contract
Samples: Purchase Agreement (Homebase Inc)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained (except as may be otherwise specified in Schedule 1) and subject to the terms and conditions herein set forth and therein set forth, the Company agrees to issue and sell to each of the Initial PurchasersUnderwriters, and each of the Underwriters, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, agrees to purchase from Acquisition the respective Company, at a purchase price of % of the principal amount thereof (which purchase price represents (i) the price to investors of the Notes equal to 100% of the principal amount thereof less (ii) discounts and commissions to the Underwriters ---- of % of the principal amount of Notes as the Notes), plus accrued interest, if any, from November ___, 1997, the principal amount of Firm Securities set forth on Schedule B, opposite the name of such Initial PurchaserPurchaser in Schedule 1 hereto. The Firm Securities to be delivered shall be delivered by the Company in the form of Global Securities to the Custodian on behalf of the Depositary. One or more Global Receipts in respect of such Global Securities representing the Firm Securities that the several Underwriters have agreed to purchase hereunder shall be issued by the Depositary pursuant to the Custody Agreement and delivered on behalf of the Company to the Depositary Trust Company ("DTC"), and registered in the name of Cede & Co., as DTC's name payable nominee, for the respective accounts of the Underwriters, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Underwriters of the purchase price therefor in the United States Dollars in immediately available funds. Such delivery of and payment for the Firm Securities shall be made at the date, time and place identified in Schedule 1 hereto or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates representing the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar at such other place as the Representatives and the Company may agree at least 24 hours prior to the Firm Closing Date.
(b) The Closing Date. Delivery For the purpose of certificates for covering any over-allotments in connection with the distribution and sale of the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of Prospectus, the NotesCompany hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. Acquisition shall deliver, or cause The purchase price to be delivered, to Banc of America paid for any Option Securities LLC, shall be the same price per share as the price per share for the account Firm Securities set forth above in paragraph (a) of the Initial Purchasersthis Section 3, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus accrued interest, if any, from March 27November , 2001, which will 1997. The option granted hereby may be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation exercised as to all or any part of the Merger and release of the Collateral Option Securities from time to Acquisition, the Company jointly and severally agree to pay, on time within thirty days after the date of the consummation Prospectus (or, if such 30th day shall be a Saturday or 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 Merger, Option Securities prior to the fees and commissions exercise of such option. The Representatives may from time to time exercise the Initial Purchasers, option granted hereby by giving notice in immediately available funds, equal writing or by telephone (confirmed in writing) to 3% of the Company setting forth the aggregate principal amount of Notes issued Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by Acquisitionthe Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The certificates time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more Notes in definitive form for such Option Securities, 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 Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively.
(c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Notes shall Securities, by facsimile or otherwise, the Company will not be in such denominations and registered in the name of the Depository or its nominee, pursuant entitled to the DTC Letter of Representations, wired funds and shall be made available for inspection return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the business same day preceding the Closing Date at a location in New York Citywired funds were received by the Company, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition Company agrees to pay to the obligations Underwriters in respect of each day the Initial Purchaserswire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by the Representatives.
(d) Delivery It is understood that any of Offering Memorandum to you, individually and not as one of the Initial Purchasers. Not later than 12:00 p.m. Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the second business day following the date of this Agreement, Acquisition shall deliver or cause Securities to be delivered copies purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestits or their obligations hereunder.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Initial Purchasers agreeCompany agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from Acquisition the Company the respective principal amount of Notes as Firm Securities set forth on opposite each Underwriter’s name in Schedule BI hereto at a price equal to 96.50% of the principal amount thereof (the “Purchase Price”) plus accrued interest, opposite such Initial Purchaser's name payable on if any from December 10, 2014 to the Closing DateDate (as defined below).
(b) The Closing Date. Delivery Payment of certificates for the purchase price for, and delivery of one or more global securities (the “Global Securities”) representing, the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices office of Shearman Dxxxx Xxxx & SterlingWxxxxxxx LLP, 000 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 00000 (“Underwriters’ Counsel”), or at such other place as may shall be agreed to upon by Acquisition the Representative and the Initial Purchasers) Company, at 9:00 a.m. 10:00 A.M., New York City time, on March 27December 10, 20012014, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition Representative and the Company may agree upon in writing (the such time and date of such closing are payment and delivery being herein called the "“Closing Date"”). Acquisition hereby acknowledges that circumstances under which Payment of the Initial Purchasers may provide notice purchase price for the Firm Securities shall be made by wire transfer in same day funds to postpone the Company upon delivery of the Global Securities representing the Firm Securities to the nominee of The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters. The Company will permit the Representative to examine the Global Securities representing the Firm Securities at least one full business day prior to the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereofDate.
(c) Delivery of In addition, the Notes. Acquisition shall deliverCompany hereby grants to the Underwriters, or cause acting severally and not jointly, the option to be delivered, to Banc of America purchase the Additional Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition Purchase Price plus accrued interest, if any, from March 27the Closing Date to the date of payment and delivery. This option may be exercised at any time and from time to time, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to paywhole or in part on one or more occasions, on or before the thirtieth day following the date of the consummation Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate amount of Additional Securities as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Securities are to be delivered (any such date and time being herein sometimes referred to as the “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the Mergerrepresentations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Securities, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the amount of Additional Securities that bears the same proportion of the total amount of Additional Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such amount increased as set forth in Section 10 hereof) bears to the total amount of Firm Securities that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall make.
(d) Payment of the purchase price for, and delivery of the Global Securities representing, the fees Additional Securities shall be made at the office of Underwriters’ Counsel, or at such other place as shall be agreed upon by the Representative and commissions the Company, at 10:00 A.M., New York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the Initial Purchasers, purchase price for the Additional Securities shall be made by wire transfer in immediately available funds, equal same day funds to 3% the Company upon delivery of the aggregate principal amount Global Securities representing the Additional Securities to the Representatives through the facilities of Notes issued by Acquisition. The certificates DTC for the Notes respective accounts of the several Underwriters. Certificates for the Additional Securities shall be registered in such name or names and shall be in such denominations and registered in as the name of Representative may request. The Company will permit the Depository or its nominee, pursuant Representative to examine the Global Securities representing the Additional Securities at least one full business day prior to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Additional Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersDate.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name in Schedule I hereto at a price equal to 98.75% of the principal amount thereof plus accrued interest, if any, from November 5, 2015 to the Closing Date, subject to adjustments in accordance with Section 9 hereof.
(b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York time, on the business day prior to the Closing Date.
(bc) The Closing Date. Delivery of certificates for It is understood that the Underwriters intend to offer the Securities in definitive form for sale to be purchased by the Initial Purchasers and payment therefor shall be made public at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited set forth in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersProspectus.
(d) Delivery of Offering Memorandum to Any action by the Initial Purchasers. Not later than 12:00 p.m. Underwriters hereunder may be taken by Xxxxxxx, Xxxxx & Co. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies behalf of the Offering Memorandum in Underwriters, and any such quantities and at such places as action taken by Xxxxxxx, Sachs & Co. shall be binding upon the Initial Purchasers shall reasonably requestUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the --------------------------------------------- representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, (i) the Issuers hereby agree to issue and sell the Offered Securities to the several Initial Purchasers agreePurchasers, and (ii) each Initial Purchaser hereby agrees, severally and not jointly, to purchase from Acquisition the Issuers, at a purchase price of 103% of the principal amount thereof, minus a gross spread of 1.75% of the principal amount thereof (the "Purchase Price"), the respective principal amount of Notes as Offered Securities set forth on in Schedule B, I hereto opposite the name of such Initial Purchaser's name payable on , plus accrued interest, if any, from February 15, 2002 to the Closing Date.
(b) The Closing Date. Delivery of certificates and payment of the Purchase Price for the Securities shall be made in definitive form to be purchased by the Initial Purchasers and your offices at 383 Madison Avenue, New York, New York 10179, or at such other location as max xx xxxxxxxx xxxxxxxxxx. Xxxx xxxxxxxx xxx payment therefor shall be made at the offices of Shearman & Sterling10:00 a.m., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27May 20, 20012002, or at such other time as shall be agreed upon by you and date as the Initial Purchasers shall designate by notice to Acquisition (the Issuers. The time and date of such closing delivery and payment are herein called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) " Delivery of the Notes. Acquisition Offered Securities shall deliver, or cause be made to be delivered, to Banc you for your account against payment of America Securities LLC, the purchase price for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a Offered Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Issuers at least one business day prior to the Closing Date. The Offered Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Issuers will permit you to examine and package such Offered Securities for delivery at least one full business day prior to the Closing Date. The Initial Purchasers have advised the Issuers that the Initial Purchasers propose to offer the Offered Securities for resale upon the terms and conditions set forth in this Agreement and as may be set forth in the Offering Memorandum. Each of the Initial Purchasers hereby, severally, and not jointly, represents and warrants to, and agrees with, the Issuers that it (i) has not and will not solicit offers for, or offer or sell, such Offered Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, and has not engaged and will not engage in any directed selling efforts in connection with the Offered Securities and has complied and will comply with the offering restrictions requirement of Regulation S, (ii) will solicit offers for such Offered Securities pursuant to Rule 144A, Regulation S or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Offered Securities, as part of its distribution thereof, only to, respectively, (A) in the case of offers inside the United States, persons in the United States whom it reasonably believes to be Qualified Institutional Buyers or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a Qualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause -------- ------- (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors" contained or to be contained in the Offering Memorandum. Each Initial Purchaser severally agrees that, at or promptly after confirmation of sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Initial Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not to be offered or sold within the United States or to, or for the amount account or benefit of, U.S. persons (i) as part of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, their distribution at any time or (ii) otherwise until 40 days after the consummation later of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation commencement of the Mergeroffering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the fees and commissions of Securities Act. Terms used above have the Initial Purchasers, in immediately available funds, equal meanings given to 3% of the aggregate principal amount of Notes issued them by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.Regulation S."
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, (i) the Issuers hereby agree to issue and sell the Securities to the several Initial Purchasers agreePurchasers, and (ii) each Initial Purchaser hereby agrees, severally and not jointly, to purchase from Acquisition the Issuers, at a purchase price of 97.302% of the principal amount thereof (the "Purchase Price"), the respective principal amount of Notes as Securities set forth on in Schedule B, I hereto opposite the name of such Initial Purchaser's name payable on , plus accrued interest, if any, from March 10 to the Closing Date.
(b) The Closing Date. Delivery of certificates and payment of the Purchase Price for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made in your offices at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (, or at such other place location as may be agreed to by Acquisition mutually acceptable. Such delivery and the Initial Purchasers) payment shall be made at 9:00 a.m. 10:00 a.m., New York City time, on March 2710, 20011997, or at such other time as shall be agreed upon by you and date as the Initial Purchasers shall designate by notice to Acquisition (the Issuers. The time and date of such closing delivery and payment are herein called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) " Delivery of the Notes. Acquisition Securities shall deliver, or cause be made to be delivered, to Banc you for your account against payment of America Securities LLC, the purchase price for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Issuers at least one business day prior to the Closing Date. The Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Issuers will permit you to examine and package such Securities for delivery at least one full business day prior to the amount of Closing Date. The Initial Purchasers have advised the purchase price therefore, of 100% of Issuers that the aggregate principal amount of Initial Purchasers propose to offer the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited Securities for resale upon the terms and conditions set forth in this Agreement and in the account established under the Pledge AgreementOffering Memorandum. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions Each of the Initial PurchasersPurchasers hereby, severally, and not jointly, represents and warrants to, and agrees with, the Issuers that it (i) has not and will not solicit offers for, or offer or sell, such Securities by means of any form of general solicitation or general advertising (as those terms are used in immediately available funds, equal to 3% Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the aggregate principal amount Act, (ii) will solicit offers for such Securities pursuant to Rule 144A or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Securities, as part of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered its distribution thereof, only to, respectively, (A) persons in the name United States whom it reasonably believes to be qualified institutional buyers within the meaning of Rule 144A ("Qualified Institutional Buyers") and (B) institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) under the Act, provided, however, that each such "accredited investor" must complete and deliver to such Initial Purchaser an investment letter substantially in the form of Annex A to the Offering Memorandum prior to acceptance of any order, (iii) is a Qualified Institutional Buyer, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Securities and (iv) will, during its initial distribution of the Depository or its nomineeSecurities, pursuant unless prohibited by applicable law, furnish to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at each person to whom it offers any Securities a location in New York City, as the Initial Purchasers may designate. Time shall be copy of the essencePreliminary Offering Memorandum or inform each such person that a copy of such Preliminary Offering Memorandum is available upon request and will, and delivery at the time and place specified in this Agreement is a further condition to the obligations during its initial distribution of the Initial Purchasers.
(d) Delivery of Offering Memorandum Securities, furnish to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause each person to be delivered copies whom it sells any Securities a copy of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestMemorandum.
Appears in 1 contract
Samples: Purchase Agreement (Sun International North America Inc)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, all of agree to purchase the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition in the respective principal amount of Notes as amounts set forth on Schedule B1 hereto from the Company at 98.63875% of their principal amount. One or more certificates in definitive form or global form for the Securities that the Initial Purchasers have agreed to purchase hereunder, opposite and in such denomination or denominations and registered in such name or names as the Initial Purchaser's name payable on Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date.
, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (b) The same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Xxxxxx Xxxxxx & SterlingXxxxxxx llp, 000 Xxxxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (at 10:00 A.M., New York time, on February 27, 2014, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Securities available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may be agreed designate, at least 24 hours prior to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers Deutsche Bank Securities Inc. may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 18 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Samples: Purchase Agreement (Griffon Corp)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name in Schedule I hereto at a price equal to 98.500% of the principal amount thereof plus accrued interest, if any, from February 28, 2012 to the Closing Date, subject to adjustments in accordance with Section 9 hereof.
(b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York time, on the business day prior to the Closing Date.
(bc) The Closing Date. Delivery of certificates for It is understood that the Underwriters intend to offer the Securities in definitive form for sale to be purchased by the Initial Purchasers and payment therefor shall be made public at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited set forth in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersProspectus.
(d) Delivery of Offering Memorandum to Any action by the Initial Purchasers. Not later than 12:00 p.m. Underwriters hereunder may be taken by Deutsche Bank Securities Inc. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies behalf of the Offering Memorandum in Underwriters, and any such quantities and at such places as action taken by Deutsche Bank Securities Inc. shall be binding upon the Initial Purchasers shall reasonably requestUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell to the Underwriters the respective aggregate principal amount of Initial PurchasersSecurities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, all agrees to purchase the respective aggregate principal amount of Initial Securities set forth opposite the name of such Underwriter on Exhibit A hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of 96.875% of such aggregate principal amount (the “Purchase Price”).
(b) In addition, on the basis of the representations, representations and warranties herein contained and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Initial Purchasers agreeCompany hereby grants an option to the Underwriters, severally and not jointly, to purchase from Acquisition the respective up to an additional $6,000,000 aggregate principal amount of Notes Securities at a price equal to the Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 3(b) may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised on up to three occasions in whole or in part only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the aggregate principal amount of Option Securities as set forth on Schedule Bto which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, opposite such Initial Purchaser's name payable on but shall not be earlier than three or later than seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total aggregate principal amount of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional Securities.
(bc) The Closing Date. Delivery Payment of the purchase price for, and delivery of any certificates for the Securities in definitive form to be purchased by for, the Initial Purchasers and payment therefor Securities shall be made at the offices of Shearman & SterlingDechert LLP at One International Place, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx XxxxBoston, Xxx Xxxx 00000-0000 (Massachusetts 02110 or at such other place as may shall be agreed to upon by Acquisition the Representative and the Initial Purchasers) Company, at 9:00 a.m. 10:00 A.M. (New York City time) on June 18, on March 27, 20012019 (unless postponed in accordance with the provisions of Section 8), or such other time and not later than ten business days after such date as shall be agreed upon by the Initial Purchasers shall designate by notice to Acquisition Representative and the Company (the such time and date of such closing are payment and delivery being herein called the "“Closing Date"”). Acquisition hereby acknowledges In addition, in the event that circumstances under which any or all of the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but Option Securities are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated purchased by the provisions of Section 16 hereof.
(c) Delivery Underwriters, payment of the Notes. Acquisition Purchase Price for, and delivery of any certificates for, such Option Securities shall deliverbe made at 10:00 A.M. (New York City time) at the above-mentioned offices, or cause at such other place as shall be agreed upon by the Representative and the Company, on each Option Closing Date. Payment shall be made to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative for the amount respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price thereforefor, of 100% of the aggregate principal amount of Initial Securities and the Notes issued by Acquisition plus interestOption Securities, if any, from March 27which it has agreed to purchase. The Representative, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation individually and not as representative of the Merger and release Underwriters, may (but shall not be obligated to) make payment of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of purchase price for the Initial PurchasersSecurities or the Option Securities, in immediately available fundsif any, equal to 3% of be purchased by any Underwriter whose funds have not been received by the aggregate principal amount of Notes issued by Acquisition. The certificates Closing Date or the relevant Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
(d) Certificates for the Notes Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the Representative may request in writing at least two full business day preceding days before the Closing Date at a location in New York Cityor the relevant Option Closing Date, as the Initial Purchasers case may designate. 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 Initial Purchasersbe.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers agree, severally Purchaser and not jointly, the Initial Purchaser agrees to purchase from Acquisition the respective Company, at a purchase price of 97.75% of the aggregate principal amount thereof (the "Purchase Price"), plus accrued interest, if any, from May 7, 2003 to the Closing Date, the Firm Securities. Each Security will be convertible at the option of Notes as the holder into shares of Common Stock at the conversion price set forth on Schedule Bin the Securities (the "Conversion Price"), opposite which Conversion Price is subject to adjustment upon the occurrence of certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall be registered by the Trustee in the name of the nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to the accounts of such of its participants as the Initial Purchaser's name Purchaser shall request, upon notice to the Company at least 48 hours prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date.
(b) The Closing Date, against payment by or on behalf of the Initial Purchaser to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of certificates and payment for the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Akin Gump Xxxxxxx Xxxxx & SterlingXxxx LLP, 1900 Pennzoil Place, South Tower, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) , at 9:00 a.m. 9:30 a.m., New York City time, on March 27May 7, 20012003, or at such other place, time and or date not later than five business days thereafter as the Initial Purchasers shall designate by notice to Acquisition (Purchaser and the Company may agree upon. Such time and date of such closing delivery against payment are called herein referred to as the "Closing Date." (As used herein, "). Acquisition hereby acknowledges that circumstances under business day" means a day on which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, The American Stock Exchange is open for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, trading and on which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location banks in New York City, as the Initial Purchasers may designate. Time shall be of the essence, are open for business and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver are not permitted by law or cause executive order to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestclosed.)
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees Note Issuers hereby agree to issue and sell to the Initial PurchasersPurchaser, severally and not jointlythe Purchaser agrees, all of the Securities on the basis of the representations, warranties and agreements, subject to and upon the terms herein and conditions set forthforth herein, to purchase from the Note Issuers, at a price equal to 100% of the principal amount thereof, from time to time during the period commencing on the Initial Closing Date (as defined herein) and ending at 5:00 p.m. New York time on July 31, 2000, Securities in an aggregate principal amount not to exceed $50,000,000. On the basis Initial Closing Date the Purchaser agrees to purchase from the Notes Issuers $12,000,000 aggregate principal amount of the representations, warranties Securities. On each Subsequent Closing Date the Purchaser agrees to purchase from the Notes Issuers the aggregate principal amount of Securities specified in the Notice of Purchase (as defined herein) and agreements herein contained, otherwise subject to and upon the terms but subject to and conditions set forth herein. Notwithstanding the conditions herein set forth, foregoing (i) the Initial Purchasers agree, severally and Purchaser shall not jointly, be obligated to purchase from Acquisition any Securities after 5:00 p.m. New York time on July 31, 2000, (ii) the respective Purchaser shall not be required to purchase any Securities if at the time of such purchase any Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) shall have occurred and be continuing under the Indenture with respect to any outstanding Securities, (iii) the aggregate prin- cipal amount of Securities purchased on each Closing Date shall be at least $2,500,000 or, if greater, an increment of $1,000,000 (i.e. $3,000,000, $4,000,000, etc.) and (iv) the Purchaser shall not be required to purchase in excess of $50,000,000 in aggregate principal amount of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable on the Closing DateSecurities pursuant to this Agreement.
(b) The purchase by the Purchaser of Securities hereunder shall occur substantially contemporaneously with the consummation of the Acquisition which is to occur on such Closing Date and shall be made, subject to the terms of this Agreement, in such principal amounts and at such times as the Notes Issuers may designate in a written notice (the "Notice of Purchase") (except for the purchase of Securities made pursuant to this Agreement on the date hereof (the "Initial Closing Date") for which no such notice shall be necessary) with respect thereto delivered to the Purchaser at least three Business Days prior to the issue and sale thereof, provided that such notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York time) on such day. Delivery For purposes of this Agreement, "Business Day" means any day that is not a Legal Holiday and "Legal Holiday" means a Saturday, a Sunday, a federally recognized holiday or a day on which banking institutions are not required to be open in the State of New York. Each Notice of Purchase shall be irrevocable and shall be substantially in the form of Exhibit B hereto and shall be signed by the Chief Executive Officer and the Chief Financial Officer of the Company, appropriately completed to specify (i) the aggregate principal amount of the Securities to be purchased pursuant to such Notice of Purchase (which shall be an amount not to exceed the cash consideration to be paid to consummate the Acquisition to be consummated on such Closing Date rounded upward to the nearest increment of $1,000,000 (i.e. $3,000,000, $4,000,000, etc.)), (ii) the date and time of such purchase (which shall occur during regular banking hours on a Business Day not less than three nor greater than five Business Days from the date of delivery of the Notice of Purchase) (each such date a "Subsequent Closing Date" and, together with the Initial Closing Date, each a "Closing Date"), (iii) the Acquisition which is to be consummated, (iv) the type(s) and amount(s) of consideration to be delivered by the Company or its Subsidiaries to the seller(s) of the business assets to be acquired in the applicable Acquisition and (v) that the proceeds from the issuance and sale of the Securities will be used solely as consideration for the Acquisitions contemplated by this Agreement and to pay related costs actu- ally incurred by the Company (except to the extent of any proceeds from Securities issued in order to round up as provided in clause (i) of this paragraph). One or more certificates in definitive form for the Securities that the Purchaser has agreed to purchase hereunder, and in definitive form such denomination or denominations and registered in such name or names as each Purchaser requests upon notice to the Company at least 48 hours prior to a Closing Date, shall be purchased delivered by or on behalf of the Issuers, against payment by or on behalf of the Purchaser of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for Securities issued on the Initial Purchasers and payment therefor Closing Date shall be made at the offices of Shearman Cahill Gordon & SterlingReindel, 000 Xxxxxxxxx Xxxxxx80 Pine Street, Xxx XxxxNew York, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition New York 10005, at 0:00 x.x., Xxw Yxxx xxxe, xx Xxxxxxxx 0, 0000, xx xx xxxx xxxx xx the Purchaser and the Initial Purchasers) Company may agree upon. Such delivery of and payment for Securities issued on a Subsequent Closing Date shall be made at 9:00 a.m. New York City timesuch date, on March 27, 2001, or such other place and time and date as the Initial Purchasers shall designate by notice to Acquisition (Purchaser and the time and date of Company may agree upon. The Company will make such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition certificate or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will Securities to be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made purchased available for inspection on by the business day preceding Purchaser at the Closing Date at a location offices in New York, New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery Cahill Gordon & Reindel at the time and place specified in this Agreement is a further condition least 24 hours prior to the obligations of the Initial Purchaserseach Closing Date.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from Acquisition purchase, the respective principal amount of Notes as Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name in Schedule I hereto at a price equal to 97.288% of the principal amount thereof plus accrued interest, if any, from August 13, 2010 to the Closing Date, subject to adjustments in accordance with Section 9 hereof.
(b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York time, on the business day prior to the Closing Date.
(bc) The Closing Date. Delivery of certificates for It is understood that the Underwriters intend to offer the Securities in definitive form for sale to be purchased by the Initial Purchasers and payment therefor shall be made public at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited set forth in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersProspectus.
(d) Delivery of Offering Memorandum to Any action by the Initial Purchasers. Not later than 12:00 p.m. Underwriters hereunder may be taken by Deutsche Bank Securities Inc. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies behalf of the Offering Memorandum in Underwriters, and any such quantities and at such places as action taken by Deutsche Bank Securities Inc. shall be binding upon the Initial Purchasers shall reasonably requestUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition The Company agrees to [(x)]* issue to the Initial Purchaser, in exchange for all of the Existing Notes, $[_______] aggregate principal amount of Notes [and (y) issue and sell to the Initial Purchasers, severally and not jointly, all of Purchaser the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective principal amount of Additional Notes as set forth on Schedule Bin the Pricing Notice (as defined in the Note Purchase Agreement) at a purchase price equal to 100% of the principal amount thereof, opposite such Initial Purchaser's name payable on the Closing Date]*. The Notes shall be resold by the Initial Purchaser at par; provided that, with the consent of J.W. Childs Xxxxciates, L.P. and The Halifax Group, L.L.C., the Initial Purchaser may resell the Notes at a price below par.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by issued and sold to the Initial Purchasers Purchaser [(and payment therefor of the purchase price for the Additional Notes)]* shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx 599 Lexingtox Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place xx xxxx xxxxx xxxxe as may be agreed to by Acquisition the Company and the Initial PurchasersPurchaser) at 9:00 a.m. New York City time, on March 27, 2001the Exchange Date (as defined in the Note Purchase Agreement), or such other time and date as the Initial Purchasers Purchaser shall designate by notice to Acquisition the Company (the time and date of such closing are called the "Closing Date"). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers Purchaser may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers Purchaser to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Samples: Note Purchase Agreement (Jw Childs Equity Partners Ii Lp)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition Each of the Company and the Guarantors agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities Securities, and subject to the conditions set forth herein and on the basis of the representations, warranties and agreementswarranties, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forthherein, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective Company and the Guarantors the aggregate principal amount of the Notes as set forth opposite their names on Schedule BA, opposite such Initial Purchaser's name at a purchase price of 98.875 % of the principal amount thereof payable on the Closing Date.
(b) The Closing Date. Delivery of One or more certificates for the Securities in definitive form to be purchased by the Initial Purchasers shall be delivered to, and payment therefor shall be made at at, the offices of Shearman Xxxxxx Xxxxxx & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxxx LLP (or such other place as may be agreed to by Acquisition the Company and the Initial PurchasersSunTrust) at 9:00 a.m. New York City time, on March 27November 10, 20012015, or such other time and date as the Initial Purchasers SunTrust shall designate by notice to Acquisition the Company (the time and date of such closing are called the "“Closing Date"”). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers SunTrust may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 15 hereof.
(c) Delivery of the Notes. Acquisition The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC, SunTrust for the account accounts of the several Initial Purchasers, Purchasers certificates for the Notes Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisitiontherefor. The certificates for the Notes Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of The Depository Trust Company (the Depository or its nominee, pursuant to the DTC Letter of Representations“Depositary”), and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers SunTrust may designate. 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 Initial Purchasers.
(d) Delivery Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:
(i) it will solicit offers for such Securities only from, and will offer such Securities only (a) to persons who it reasonably believes are “qualified institutional buyers” within the meaning of Offering Memorandum Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex I to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement;
(ii) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), Acquisition shall deliver (2), (3) or cause (7) under the Securities Act; and
(iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to be delivered copies sell Securities in any manner involving a public offering within the meaning of Section 4(a)(2) of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestSecurities Act.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser acting severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, jointly agrees to purchase from Acquisition the Company, the Notes in the respective principal amount of Notes as amounts set forth on Schedule B, opposite such 1 hereto at 100% of their principal amount. Each Initial Purchaser's name payable on the Closing Date.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form Purchaser shall receive a commission equal to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 1002.00% of the aggregate principal amount of the Notes issued purchased by Acquisition plus interestsuch Initial Purchaser. Such commission may be deducted from the purchase price paid by such Initial Purchaser. One or more certificates in definitive form for the Notes and the related Guarantees that the Initial Purchasers have agreed to purchase hereunder, if any, from March 27, 2001, which will and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date shall be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation delivered by or on behalf of the Merger and release of the Collateral to AcquisitionCompany, the Company jointly and severally agree to pay, against payment by or on the date of the consummation of the Merger, the fees and commissions behalf of the Initial Purchasers, in of the purchase price therefor by wire transfer of immediately available funds, equal funds to 3% the account of the aggregate principal amount Company previously designated by it in writing. Such delivery of and payment for the Notes issued by Acquisition. and the related Guarantees shall be made at the offices of Cahill Gordon & Reindel at 9:00 A.M., New York time, on April 3, 2003, xx xx xxxx xthex xxxxxion date as the Initial Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made related Guarantees available for inspection on the business day preceding the Closing Date at a location in New York City, as review by the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and offices in New York, New York of Salomon Smith Barney Inc. ("SSB"), or at such other place specified in this Agreement is a further condition as the Initixx Xxxxxxxxxx xxx xxsignate, not later than 1:00 P.M. on the Business Day prior to the obligations of the Initial PurchasersClosing Date.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name in Schedule I hereto at a price equal to 99.00% of the principal amount thereof plus accrued interest, if any, from May 18, 2020 to the Closing Date, subject to adjustments in accordance with Section 9 hereof.
(b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York time, on the business day prior to the Closing Date.
(bc) The Closing Date. Delivery of certificates for It is understood that the Underwriters intend to offer the Securities in definitive form for sale to be purchased by the Initial Purchasers and payment therefor shall be made public at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited set forth in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersProspectus.
(d) Delivery of Offering Memorandum to Any action by the Initial Purchasers. Not later than 12:00 p.m. Underwriters hereunder may be taken by Xxxxxxx Xxxxx & Co. LLC on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies behalf of the Offering Memorandum in Underwriters, and any such quantities and at such places as action taken by Xxxxxxx Sachs & Co. LLC shall be binding upon the Initial Purchasers shall reasonably requestUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name in Schedule I hereto at a price equal to 98.75% of the principal amount thereof plus accrued interest, if any, from May 13, 2016 to the Closing Date, subject to adjustments in accordance with Section 9 hereof.
(b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York time, on the business day prior to the Closing Date.
(bc) The Closing Date. Delivery of certificates for It is understood that the Underwriters intend to offer the Securities in definitive form for sale to be purchased by the Initial Purchasers and payment therefor shall be made public at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited set forth in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersProspectus.
(d) Delivery of Offering Memorandum to Any action by the Initial Purchasers. Not later than 12:00 p.m. Underwriters hereunder may be taken by Citigroup Global Markets Inc. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies behalf of the Offering Memorandum in Underwriters, and any such quantities and at such places as action taken by Citigroup Global Markets Inc. shall be binding upon the Initial Purchasers shall reasonably requestUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell to the Underwriters the respective aggregate principal amount of Initial PurchasersSecurities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, all agrees to purchase the respective aggregate principal amount of Initial Securities set forth opposite the name of such Underwriter on Exhibit A hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of 96.875% of such aggregate principal amount (the “Purchase Price”).
(b) In addition, on the basis of the representations, representations and warranties herein contained and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Initial Purchasers agreeCompany hereby grants an option to the Underwriters, severally and not jointly, to purchase from Acquisition the respective up to an additional $6,450,000 aggregate principal amount of Notes Securities at a price equal to the Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 3(b) may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised on up to three occasions in whole or in part only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the aggregate principal amount of Option Securities as set forth on Schedule Bto which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, opposite such Initial Purchaser's name payable on but shall not be earlier than three or later than seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total aggregate principal amount of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional Securities.
(bc) The Closing Date. Delivery Payment of the purchase price for, and delivery of any certificates for the Securities in definitive form to be purchased by for, the Initial Purchasers and payment therefor Securities shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Dechert LLP at 1000 X Xxxxxx, Xxx XxxxX.X., Xxx Xxxx 00000-0000 (Xxxxxxxxxx, X.X. 00000 or at such other place as may shall be agreed to upon by Acquisition the Representative and the Initial Purchasers) Company, at 9:00 a.m. 10:00 A.M. (New York City time) on January 19, on March 27, 20012018 (unless postponed in accordance with the provisions of Section 8), or such other time and not later than ten business days after such date as shall be agreed upon by the Initial Purchasers shall designate by notice to Acquisition Representative and the Company (the such time and date of such closing are payment and delivery being herein called the "“Closing Date"”). Acquisition hereby acknowledges In addition, in the event that circumstances under which any or all of the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but Option Securities are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated purchased by the provisions of Section 16 hereof.
(c) Delivery Underwriters, payment of the Notes. Acquisition Purchase Price for, and delivery of any certificates for, such Option Securities shall deliverbe made at 10:00 A.M. (New York City time) at the above-mentioned offices, or cause at such other place as shall be agreed upon by the Representative and the Company, on each Option Closing Date. Payment shall be made to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative for the amount respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price thereforefor, of 100% of the aggregate principal amount of Initial Securities and the Notes issued by Acquisition plus interestOption Securities, if any, from March 27which it has agreed to purchase. The Representative, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation individually and not as representative of the Merger and release Underwriters, may (but shall not be obligated to) make payment of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of purchase price for the Initial PurchasersSecurities or the Option Securities, in immediately available fundsif any, equal to 3% of be purchased by any Underwriter whose funds have not been received by the aggregate principal amount of Notes issued by Acquisition. The certificates Closing Date or the relevant Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
(d) Certificates for the Notes Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the Representative may request in writing at least two full business day preceding days before the Closing Date at a location in New York Cityor the relevant Option Closing Date, as the Initial Purchasers case may designate. 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 Initial Purchasersbe.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Initial Purchasers Company agrees to sell to the Underwriters, Premcor agrees to guarantee the Securities and the Underwriters agree, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as set forth on Schedule BCompany, opposite such Initial Purchaser's name payable on the Closing Date.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 10099.125% of the aggregate principal amount of the Notes issued by Acquisition thereof, plus accrued interest, if any, from March 27April 23, 20012004 to the Closing Date (as herein defined), which the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule I hereto. The Company will be immediately deposited deliver against payment of the purchase price by the Underwriters the Securities in the account established under form of one or more permanent Global Securities in definitive form (“Global Securities”) deposited with the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Trustee as custodian for The Depository Trust Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the Depository or its nominee, pursuant limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of The Premcor Refining Group Inc. or as the Company specifies at the office of Xxxxx Xxxx & Xxxxxxxx at 10:00 A.M., (New York time), on April 23, 2004, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC Letter of Representations, and shall the Global Securities representing all of the Securities. The Global Securities will be made available for inspection on checking at the business day preceding above office of Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersDate.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Samples: Underwriting Agreement (Premcor Inc)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers agree, severally and not jointly, the Initial Purchasers agree to purchase from Acquisition the respective Company, at a purchase price of 97.0% of the aggregate principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from June 8, 2005 to the Closing Date, the Firm Securities. Each Security will be convertible at the option of Notes as the holder into the Underlying Securities at the conversion price set forth on Schedule Bin the Securities (the “Conversion Price”), opposite such which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall be registered by the Trustee in the name of the nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the accounts of the Initial Purchaser's name payable Purchasers, and deposited with the Trustee as custodian for DTC on the Closing Date.
(b) The Closing Date, against payment by or on behalf of the Initial Purchasers to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of certificates and payment for the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Xxxxxx Xxxxxxx Xxxxxxxx & SterlingXxxxxx, Professional Corporation, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) Xxxx, Xxxxxxxxxx 00000 at 9:00 a.m. 9:30 A.M., New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second fourth full business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places other place, time or date not later than five business days thereafter as the Initial Purchasers and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date”. (As used herein, “business day” means a day on which the Nasdaq National Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)
(b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers to purchase the Option Securities at the Purchase Price set forth in Section 2(a) plus accrued interest, if any, from June 8, 2005 to the Option Closing Date (as defined below). The option granted hereby may be exercised in whole or in part (but not more than one time) by giving written notice at any time before the Closing Date and within 30 days after the Closing Date by Deutsche Bank Securities Inc. to the Company, setting forth the aggregate principal amount of Option Securities as to which the Initial Purchasers are exercising the option and the time and date for delivery of and payment for such Option Securities. The time and date for delivery of and payment for such Option Securities shall reasonably requestbe determined by Deutsche Bank Securities Inc. but shall not be later than ten full business days after the exercise of such option, 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 two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Deutsche Bank Securities Inc. may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
Samples: Purchase Agreement (Symmetricom Inc)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, severally and not jointlythe Initial Purchaser agrees to purchase from the Company, all at 96% of their principal amount (subject to Section 3(c) hereof), the aggregate principal amount of the Securities Firm Notes set forth on Schedule 1 hereto.
(b) In addition, on the basis of the representations, warranties warranties, agreements and agreementscovenants contained herein, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers agree, severally and not jointly, Purchaser to purchase from Acquisition the respective up to $4,973,400 in aggregate principal amount Option Notes from the Company at the same price as the purchase price to be paid by the Initial Purchaser for the Firm Notes. The option granted hereunder may be exercised at any time, regardless of whether any of the Firm Notes have been converted or repurchased by the Company, on or after the first (1st) day following the Closing Date to and including the thirtieth (30th) day following the Closing Date upon written or telegraphic notice by the Initial Purchaser to the Company, which notice may be given from time to time on one or more occasion. Such Notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Option Notes as set forth on Schedule Bto which the Initial Purchaser are exercising the option, opposite and (ii) the time, date and place at which such Initial Purchaser's name payable on Option Notes will be delivered. Such time and date of delivery is called the “Additional Closing Date.” The Additional Closing Date must not be later than eight (8) full business days after the Initial Purchaser exercise the option, with the actual date determined by the Initial Purchaser. The Initial Purchaser may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
(bc) The Closing Date. Delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman O’Melveny & SterlingXxxxx LLP, at Embarcadero Center West, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27April 26, 20012006, or such other time and date as the Initial Purchasers Purchaser and the Company shall designate by notice to Acquisition (the mutually agree, at such time and date of such closing are called being herein referred to as the "“Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition ” The Securities shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at delivered on the Closing Date against payment of the irrevocable release of a purchase price therefore by wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited to an account specified in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral writing to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial PurchasersPurchaser by the Company. If requested by the Initial Purchaser, in immediately available funds, equal to 3% of one or more global securities representing the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes Securities shall be in such denominations and registered by the Trustee in the name of Cede & Co., the nominee of The Depository or its nomineeTrust Company (“DTC”), pursuant and credited to such accounts as CRT shall request, upon notice to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding Company at least 48 hours prior to the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersDate.
(d) Notwithstanding anything to the contrary herein, to the extent that any subsequent purchaser of the Securities from the Initial Purchaser listed on Schedule I hereto (a “Subsequent Purchaser”) has withdrawn its commitment, as set forth on Schedule 1 attached hereto, to purchase all or a portion of the Securities, or such Subsequent Purchaser has actually made or has threatened to make any amendments, alterations, modifications, withdrawals, waivers or breaches of its Purchaser Letter or fails to perform in any way under its Purchaser Letter, the Initial Purchaser’s obligation to purchase the Notes under this Agreement shall be terminated or adjusted downward on a dollar for dollar basis accordingly, at the sole discretion of the Initial Purchaser.
(e) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. Purchaser of and payment for the Option Notes shall be made on the second business day following Additional Closing Date in the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of same manner as payment for the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestFirm Notes.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition Each of the Company and the Guarantors agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Guarantors the aggregate principal amount of Securities set forth opposite their names on Schedule A, at a purchase price of 97.50% of the principal amount thereof payable on the basis of the representationsClosing Date, warranties and agreementsin each case, and upon the terms herein set forth. On on the basis of the representations, warranties and agreements herein contained, and upon the terms but terms, subject to the conditions thereto, herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable on the Closing Date.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Fried, Frank, Harris, Xxxxxxx & SterlingXxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 00000 (or such other place as may be agreed to by Acquisition the Company and the Initial PurchasersBanc of America Securities LLC) at 9:00 a.m. New York City time, on March 27April 9, 2001, 2007 or such other time and date as the Initial Purchasers Banc of America Securities LLC shall designate by notice to Acquisition the Company (the time and date of such closing are called the "“Closing Date"”). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers Banc of America Securities LLC may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to issue and sell to the several Initial Purchasers agreeand each Initial Purchaser agrees, severally and not jointly, to purchase from Acquisition the respective Company, at a purchase price of 97.0% of the aggregate principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from April 21, 2004 to the Closing Date, the principal amount of Notes as Firm Securities set forth on Schedule B, opposite the name of such Initial Purchaser's Purchaser in Schedule I hereto. Each Security will be convertible at the option of the holder into a combination of cash and Underlying Securities as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall be registered by the Trustee in the name of the nominee of the Depository Trust Company (“DTC”), Cede & Co., credited to the accounts of such of its participants as the Representative shall request, upon notice to the Company at least 48 hours prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchasers duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date.
(b) The Closing Date, against payment by or on behalf of the Initial Purchasers to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of certificates and payment for the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Xxxxx Xxxx & SterlingXxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) 00000 at 9:00 a.m. 9:30 A.M., New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second fourth full business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places other place, time or date not later than five business days thereafter as the Initial Purchasers and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the Nasdaq National Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)
(b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers to purchase the Option Securities at the Purchase Price set forth in the first paragraph of this Section 2 plus accrued interest, if any, from April 21, 2004 to the Option Closing Date (as defined below). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the Initial Purchasers, to the Company setting forth the aggregate principal amount of Option Securities as to which the Initial Purchasers are exercising the option and the time and date for delivery of and payment for such Option Securities. The time and date for delivery of and payment for such Option Securities shall reasonably requestbe determined by the Representative but shall not be later than ten full business days after the exercise of such option, 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 two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The aggregate principal amount of Option Securities to be purchased by each Initial Purchaser shall be in the same proportion to the total aggregate principal amount of Option Securities being purchased as the aggregate principal amount of Firm Securities being purchased by such Initial Purchaser bears to the total aggregate principal amount of Firm Securities, adjusted by you in such manner as to avoid fractional Option Securities. You, as Representative of the Initial Purchasers, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers agree, severally Purchaser and not jointly, the Initial Purchaser agrees to purchase from Acquisition the respective Company, at a purchase price of 97.0% of the aggregate principal amount thereof (the “Purchase Price”), the Firm Securities. Each Security will be convertible at the option of Notes as the holder, pursuant to the terms of the Indenture, into shares of Common Stock at the conversion price set forth on Schedule Bin the Securities (the “Conversion Price”), opposite which Conversion Price is subject to adjustment upon the occurrence of certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall be registered by the Trustee in the name of the nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the accounts of such of its participants as the Initial Purchaser's name Purchaser shall request, upon notice to the Company at least 48 hours prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date.
(b) The Closing Date, against payment by or on behalf of the Initial Purchaser to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of certificates and payment for the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Xxxxxxxxx Xxxxx Xxxxxxx & SterlingXxxxx, 000 Xxxxxxxxx XxxxxxXxxxxxx Xxxxxx Xxxxx, Xxx XxxxXxxxx 0000, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) Xxxxxxx Xxxxx, XX 000000, at 9:00 a.m. New York City 7:30 A.M., local time, on March 27November 10, 20012004, or at such other place, time and or date not later than five business days thereafter as the Initial Purchasers shall designate by notice to Acquisition (Purchaser and the Company may agree upon. Such time and date of such closing delivery against payment are called herein referred to as the "“Closing Date".” (As used herein, “business day” means a day on which The New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.). Acquisition
(b) In addition, on the basis of the representations, warranties, and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby acknowledges that circumstances under which grants an option, exercisable in whole or from time to time to the Initial Purchasers may provide notice Purchaser to postpone the Closing Date as originally scheduled include, but are in no way limited to, purchase any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery all of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Option Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price thereforePurchase Price set forth in Section 2(a), of 100% of the aggregate principal amount of the Notes issued by Acquisition plus accrued interest, if any, from March 27the Closing Date to the Option Closing Date (as defined below). The option to purchase the Option Securities, 2001in whole or in part (on not more than three occasions), which will may be immediately deposited in exercised upon the account established under the Pledge Agreement. Acquisition and, giving of written notice at any time not more than 30 days after the consummation of Closing Date (December 10, 2004) by the Merger and release of the Collateral Initial Purchaser to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of setting forth the aggregate principal amount of Notes issued by AcquisitionOption Securities as to which the Initial Purchaser is exercising the option and the time and date for delivery of and payment for such Option Securities. The certificates time and date for delivery of and payment for such Option Securities shall be determined by the Initial Purchaser but shall not be earlier than three nor later than 10 full business days after delivery of notice of the Initial Purchaser’s election to exercise the option, nor in any event prior to the Closing Date (each such time and date being herein referred to as an “Option Closing Date”). If a date of exercise of the option is two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The Initial Purchaser 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 Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and Option Securities shall be made available for inspection on the business day preceding the relevant Option Closing Date at a location in New York City, as to the Initial Purchasers may designate. Time shall be account of the essence, and delivery at the time and place specified Company by wire transfer in this Agreement is a further condition to the obligations of the Initial Purchasersimmediately available funds.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees The Company and the Guarantors agree to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective Company the aggregate principal amount of Notes as Securities set forth opposite their names on Schedule B, opposite such Initial Purchaser's name at a purchase price of 92.35% of the principal amount thereof plus accrued and unpaid interest thereon from July 15, 2008, payable on the Closing Date.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & SterlingSterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 00000 (or such other place as may be agreed to by Acquisition the Company and the Initial Purchasers) at 9:00 a.m. a.m., New York City time, on March 27August 18, 20012008, or such other time and date as the Initial Purchasers Banc of America Securities LLC shall designate by notice to Acquisition the Company (the time and date of such closing are called the "“Closing Date"”). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers Banc of America Securities LLC may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers Banc of America Securities LLC to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties warranties, and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forthforth herein, the Initial Purchasers Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] per share, the respective number of Securities set forth opposite the names of the Underwriters in Schedule 1 hereto. The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters against payment of the purchase price by the Underwriters in Federal (same day immediately available) funds by wire transfer to an account specified by the Company to the Representative drawn to the order of Lone Pine Resources Inc. at the offices of [Xxxxxxx Xxxxxxx & Xxxxxxxx LLP], at 10 A.M., New York time, on [ ], 2011, or at such other time or place on the same or such other date as the Representative 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 “Exchange Act”), 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 Firm Securities sold pursuant to the offering. The Firm Securities shall be delivered through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefor. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the U.S. Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase from Acquisition such Optional Securities. Such Optional Securities shall be purchased for the respective principal amount account of Notes each Underwriter in the same proportion as the number of Firm Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name payable on bears to the Closing Date.
total number of Firm Securities (bsubject to adjustment by the Representative to eliminate fractions) The Closing Date. Delivery of certificates for the Securities in definitive form to and may be purchased by the Initial Purchasers Underwriters 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 during the above-mentioned 30-day period and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each time for the delivery of and payment therefor 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 made at determined by the offices Representative but shall be not later than five full business days after written notice of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed election to by Acquisition and purchase Optional Securities is given. The Company will deliver the Initial Purchasers) at 9:00 a.m. New York City time, Optional Securities being purchased on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the each Optional Closing Date to or as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated instructed by the provisions of Section 16 hereof.
(c) Delivery Representative for the accounts of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date several Underwriters against the irrevocable release of a wire transfer of immediately available funds for the amount payment of the purchase price therefore, therefor in Federal (same day) funds by wire transfer to an account specified by the Company to the Representative. The Optional Securities shall be delivered through the facilities of 100% DTC against payment of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchaserspurchase price therefor.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name in Schedule I hereto at a price equal to 98.500% of the principal amount thereof plus accrued interest, if any, from February 25, 2013 to the Closing Date, subject to adjustments in accordance with Section 9 hereof.
(b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York time, on the business day prior to the Closing Date.
(bc) The Closing Date. Delivery of certificates for It is understood that the Underwriters intend to offer the Securities in definitive form for sale to be purchased by the Initial Purchasers and payment therefor shall be made public at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited set forth in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersProspectus.
(d) Delivery of Offering Memorandum to Any action by the Initial Purchasers. Not later than 12:00 p.m. Underwriters hereunder may be taken by Xxxxxxx, Xxxxx & Co. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies behalf of the Offering Memorandum in Underwriters, and any such quantities and at such places as action taken by Xxxxxxx, Sachs & Co. shall be binding upon the Initial Purchasers shall reasonably requestUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to issue and sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from Acquisition the respective principal amount of Notes as Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name payable on the Closing Date.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form Schedule I hereto at a price equal to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 10098.75% of the aggregate principal amount of the Notes issued by Acquisition thereof plus accrued interest, if any, from March 277, 20012017 to the Closing Date, which will subject to adjustments in accordance with Section 9 hereof.
(b) Payment for the Securities to be immediately deposited sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the account established under Securities (collectively, the Pledge Agreement. Acquisition and, after “Global Note”) to the consummation Representative for the several accounts of the Merger and release Underwriters, with any transfer taxes payable in connection with the sale of the Collateral Securities duly paid by the Company. Such payment and delivery are to Acquisitionbe made through the facilities of The Depository Trust Company, the Company jointly and severally agree to payNew York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the consummation of Company shall agree upon, such time and date being herein referred to as the Merger“Closing Date.” (As used herein, “business day” means a day on which the fees New York Stock Exchange is open for trading and commissions of the Initial Purchasers, on which banks in immediately available funds, equal New York are open for business and are not permitted by law or executive order to 3% of the aggregate principal amount of Notes issued by Acquisition. be closed.) The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York time, on the business day preceding prior to the Closing Date at a location in New York City, as Date.
(c) It is understood that the Initial Purchasers may designate. Time shall be of Underwriters intend to offer the essence, and delivery Securities for sale to the public at the time and place specified price set forth in this Agreement is a further condition to the obligations of the Initial PurchasersProspectus.
(d) Delivery of Offering Memorandum to Any action by the Initial Purchasers. Not later than 12:00 p.m. Underwriters hereunder may be taken by X.X. Xxxxxx Securities LLC on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies behalf of the Offering Memorandum in Underwriters, and any such quantities and at such places as action taken by X.X. Xxxxxx Securities LLC shall be binding upon the Initial Purchasers shall reasonably requestUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition Each of the Company and the Guarantors agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities Securities, and subject to the conditions set forth herein and on the basis of the representations, warranties and agreementswarranties, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forthherein, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective Company and the Guarantors the aggregate principal amount of the Notes as set forth opposite their names on Schedule BA, opposite such Initial Purchaser's name at a purchase price of 99.0% of the principal amount thereof payable on the Closing Date.
(b) The Closing Date. Delivery of One or more certificates for the Securities in definitive form to be purchased by the Initial Purchasers shall be delivered to, and payment therefor shall be made at at, the offices of Shearman Xxxxxx & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxxx LLP (or such other place as may be agreed to by Acquisition the Company and the Initial PurchasersSunTrust) at 9:00 a.m. New York City time, on March 27June 6, 20012017, or such other time and date as the Initial Purchasers SunTrust shall designate by notice to Acquisition the Company (the time and date of such closing are called the "“Closing Date"”). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers SunTrust may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 15 hereof.
(c) Delivery of the Notes. Acquisition The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC, SunTrust for the account accounts of the several Initial Purchasers, Purchasers certificates for the Notes Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisitiontherefor. The certificates for the Notes Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of The Depository Trust Company (the Depository or its nominee, pursuant to the DTC Letter of Representations“Depositary”), and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers SunTrust may designate. 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 Initial Purchasers.
(d) Delivery Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:
(i) it will solicit offers for the Securities only (a) from, and will offer such Securities only to, persons who it reasonably believes are “qualified institutional buyers” within the meaning of Offering Memorandum Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex I to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement;
(ii) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), Acquisition shall deliver (2), (3) or cause (7) under the Securities Act; and
(iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to be delivered copies sell the Securities in any manner involving a public offering within the meaning of Section 4(a)(2) of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestSecurities Act.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell to the Underwriters the respective aggregate principal amount of Initial PurchasersSecurities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, all agrees to purchase the respective aggregate principal amount of Initial Securities set forth opposite the name of such Underwriter on Exhibit A hereto, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of [ ]% of such aggregate principal amount (the “Purchase Price”).
(b) In addition, on the basis of the representations, representations and warranties herein contained and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Initial Purchasers agreeCompany hereby grants an option to the Underwriters, severally and not jointly, to purchase from Acquisition the respective up to an additional $[ ] aggregate principal amount of Notes Securities at a price equal to the Purchase Price (without giving effect to any accrued interest from the Closing Date to the applicable Option Closing Date). The option granted by this Section 3(b) may be exercised only to cover over-allotments in the sale of the Initial Securities by the Underwriters. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised on up to three occasions in whole or in part only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the aggregate principal amount of Option Securities as set forth on Schedule Bto which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, opposite such Initial Purchaser's name payable on but shall not be earlier than three or later than seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Securities then being purchased, which the aggregate principal amount of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total aggregate principal amount of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional Securities.
(bc) The Closing Date. Delivery Payment of the purchase price for, and delivery of any certificates for the Securities in definitive form to be purchased by for, the Initial Purchasers and payment therefor Securities shall be made at the offices of Shearman Xxxxxxxx & SterlingXxxxx LLP, 000 Xxxxxxxxx 0000 Xxxxxxxxxxxx Xxxxxx XX, Xxxxxxxxxx, X.X. 00000, Attn: Xxxxxxx X. Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (P.C. or at such other place as may shall be agreed to upon by Acquisition the Representative and the Initial Purchasers) Company, at 9:00 a.m. 10:00 A.M. (New York City time) on [ ], on March 27, 20012023 (unless postponed in accordance with the provisions of Section 8), or such other time and not later than ten business days after such date as shall be agreed upon by the Initial Purchasers shall designate by notice to Acquisition Representative and the Company (the such time and date of such closing are payment and delivery being herein called the "“Closing Date"”). Acquisition hereby acknowledges In addition, in the event that circumstances under which any or all of the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but Option Securities are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated purchased by the provisions of Section 16 hereof.
(c) Delivery Underwriters, payment of the Notes. Acquisition Purchase Price for, and delivery of any certificates for, such Option Securities shall deliverbe made at 10:00 A.M. (New York City time) at the above-mentioned offices, or cause at such other place as shall be agreed upon by the Representative and the Company, on each Option Closing Date. Payment shall be made to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative for the amount respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price thereforefor, of 100% of the aggregate principal amount of Initial Securities and the Notes issued by Acquisition plus interestOption Securities, if any, from March 27which it has agreed to purchase. The Representative, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation individually and not as representative of the Merger and release Underwriters, may (but shall not be obligated to) make payment of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of purchase price for the Initial PurchasersSecurities or the Option Securities, in immediately available fundsif any, equal to 3% of be purchased by any Underwriter whose funds have not been received by the aggregate principal amount of Notes issued by Acquisition. The certificates Closing Date or the relevant Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
(d) Certificates for the Notes Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the Representative may request in writing at least two full business day preceding days before the Closing Date at a location in New York Cityor the relevant Option Closing Date, as the Initial Purchasers case may designate. 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 Initial Purchasersbe.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company agrees to sell to each Initial Purchasers agreePurchaser and each Initial Purchaser, severally and not jointly, agrees to purchase from Acquisition the respective Company, at a purchase price of 97% of the principal amount thereof, the aggregate principal amount of Notes as Firm Securities set forth on Schedule B, opposite the name of such Initial Purchaser's name payable on the Closing Date.
(b) The Closing DatePurchaser in Schedule I hereto. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers of, and payment therefor of the purchase price for, the Firm Securities shall be made against payment of the purchase price, in accordance with the next paragraph, at the offices of Shearman & Sterling, Xxxxxx Xxxx LLC at 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (, or such other place location as may shall be agreed to upon by Acquisition the Company and the Initial Purchasers) . Such delivery and payment shall be made at 9:00 a.m. 10:00 A.M., New York City time, on March 27August 26, 2001, 1997 or at such other time and date as shall be agreed upon by the Initial Purchasers shall designate by notice to Acquisition (and the Company. The time and date of such closing delivery and payment are herein called the "Closing Date." One or more of the Securities in definitive form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Acquisition hereby acknowledges that circumstances under which , having an aggregate principal amount corresponding to (i) the aggregate amount of the Securities sold pursuant to resales to QIBs (collectively, the "Rule 144A Global Security") and (ii) the aggregate principal amount of the Securities sold pursuant to Regulation S (the "Regulation S Global Security"), and Securities in definitive form in the aggregate principal amount of the Securities sold pursuant to resales to Accredited Investors (the "Accredited Investor Securities"), registered in the respective names of such Accredited Investors, shall be delivered by the Company to the Initial Purchasers may provide notice to postpone the Closing Date (or as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated direct), against payment by the provisions of Section 16 hereof.
(c) Delivery Initial Purchasers of the Notes. Acquisition shall deliverpurchase price therefor, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a by wire transfer of immediately available funds for to the amount Company's account, provided that the Company shall give at least two business days' prior written notice to the Initial Purchasers of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreementinformation required to effect such wire transfers. Acquisition and, after the consummation of the Merger and release of the Collateral to AcquisitionThe Rule 144A Global Security, the Company jointly Regulation S Global Security and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and Accredited Investor Securities shall be made available to the Initial Purchasers for inspection not later than 9:30 A.M. on the business day immediately preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial PurchasersDate.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Samples: Initial Purchase Agreement (World Airways Inc /De/)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition Securities The Company agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers listed in Schedule A agree, XXXXXXX - PURCHASE AGREEMENT severally and not jointly, to purchase from Acquisition the respective Company the aggregate principal amount of Notes as Securities set forth on opposite their names in Schedule BA, opposite such Initial Purchaser's name at a purchase price of 98.5% of the principal amount thereof payable on the Closing Date.
(b) The Closing Date. Date Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & SterlingSterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 00000 (or such other place as may be agreed to by Acquisition the Company and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27November 30, 20012004, or such other time and date date, as the Initial Purchasers shall designate by notice to Acquisition the Company (the time and date of such closing are called the "Closing DateCLOSING DATE"). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof16.
(c) Delivery of the Notes. Acquisition Securities The Company shall deliver, or cause to be delivered, to Banc of America Deutsche Bank Securities LLC, Inc. for the account accounts of the several Initial Purchasers, Purchasers certificates for the Notes Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the aggregate amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral therefor to Acquisition, such accounts as the Company jointly and severally agree shall have specified in writing not less than two business days prior to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by AcquisitionClosing Date. The certificates for the Notes Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository or its nomineeDepository, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Purchasers Not later than 12:00 p.m. on the second fourth business day following the date of this Agreement, Acquisition the Company shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, SDI Acquisition agrees to issue and sell to the Initial Purchasers, severally and the Initial Purchasers, jointly and not jointlyseverally, all of agree to purchase the Securities from SDI Acquisition at 97.0% of their principal amount, in the respective principal amounts set forth opposite their names on Schedule 1 hereto. One or more certificates in definitive form for the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Securities that the Initial Purchasers agree, severally and not jointly, have agreed to purchase from hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to SDI Acquisition the respective principal amount of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable on at least 36 hours prior to the Closing Date.
, shall be delivered by or on behalf of SDI Acquisition to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (b) The same day funds), net of the overnight cost of such funds, to such account or accounts as SDI Acquisition shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman White & SterlingCase LLP, 000 Xxxxxxxxx Xxxxxx1144 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (xx 10:00 a.m., New York time, on December 15, 1998, or at such other place, time or date as the Initial Purchasers, on the one hand, and SDI Acquisition, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." SDI Acquisition will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York, or at such other place as BT Alex. Browx Xxxorporated may be agreed designate, at least 24 hours prior to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Samples: Purchase Agreement (Scot Inc)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreementsPurchaser, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from Acquisition the respective Company, at 94% of the principal amount of the Notes, the aggregate principal amount of the Notes as and the aggregate number of Warrants set forth on Schedule B1 hereto. Delivery of and payment for the Securities shall be made at the offices of Fulbright & Xxxxxxxx L.L.P., opposite 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on February 20, 2007, or such other date as the Initial Purchaser and the Company shall mutually agree, at such time and date being herein referred to as the “Closing Date.” The Securities shall be delivered on the Closing Date against payment of the purchase price therefor by wire transfer of immediately available funds to an account specified in writing to the Initial Purchaser by the Company. If requested by the Initial Purchaser's , one or more global securities representing the Securities shall be registered by the Trustee in the name payable on of Cede & Co., the nominee of The Depository Trust Company (“DTC”), and credited to such accounts as CRT shall request, upon notice to the Company at least 48 hours prior to the Closing Date.
(b) The Closing Date. Delivery Notwithstanding anything to the contrary herein, to the extent that any subsequent purchaser of certificates for the Securities in definitive form from the Initial Purchaser listed on a separate letter to be purchased by delivered to the Initial Purchasers and payment therefor shall be made at Company on the offices date hereof (a “Subsequent Purchaser”) has withdrawn its commitment, as set forth in such letter, to purchase all or a portion of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001Securities, or such other time and date as Subsequent Purchaser has actually made or has threatened to make any amendments, alterations, modifications, withdrawals, waivers or breaches of its commitment to purchase the Securities or fails to perform in any way under its commitment to purchase the Securities, the Initial Purchasers Purchaser’s obligation to purchase the Notes and Warrants under this Agreement shall designate by notice to Acquisition (be terminated or adjusted downward on a dollar for dollar basis accordingly, at the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account sole discretion of the Initial PurchasersPurchaser; provided that, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes it shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the Company’s obligations of hereunder to sell the Securities hereunder that the Initial PurchasersPurchaser purchase at least $40 million of Notes and Warrants to purchase 5,200,000 shares of Common Stock.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell Subject to the Initial Purchasers, severally terms and not jointly, all of the Securities on the basis of the representations, warranties conditions and agreements, and in reliance upon the terms herein set forth. On the basis of the representations, representations and warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to sell to each Underwriter, and each Underwriter agrees, subject to the conditions hereinafter stated, severally and not jointly, to purchase from Acquisition the respective Company, at the purchase price of 99.325% of the principal amount of the Notes as (the “Purchase Price”) the principal amount of the Securities set forth on Schedule B, opposite such Initial Purchaser's Underwriter’s name payable on the Closing Datein Schedule I hereto.
(b) The Closing Date. Delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at 10:00 am, London time, on July 7, 2016, or at such time on such later date not more than three business days after the foregoing 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 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”) at the offices of Shearman Xxxxx Xxxx & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may Xxxxxxxx LLP. Delivery of the Securities shall be agreed made to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as Representatives for the Initial Purchasers shall designate by notice to Acquisition (respective accounts of the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated several Underwriters against payment by the provisions several Underwriters through the Representatives of Section 16 hereofthe purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through a common depositary or its nominee on behalf of Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank S.A/N.V., as operator of the Euroclear system (“Euroclear”) unless the Representatives shall otherwise instruct.
(c) Delivery The Company and each of the Notes. Acquisition shall deliverGuarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisitionan agent of, the Company jointly and severally agree to pay, on the date of the consummation of the MergerCompany, the fees and commissions of Guarantors or any other person. Additionally, no Underwriter is advising the Initial PurchasersCompany, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisitionany jurisdiction. The certificates for Company and the Notes Guarantors shall be in consult with their own advisors concerning such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, matters and shall be made available responsible for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be making their own independent investigation and appraisal of the essencetransactions contemplated hereby, and delivery at the time and place specified in this Agreement is a further condition Underwriters shall have no responsibility or liability to the obligations Company or any Guarantor with respect thereto. Any review by the Underwriters of the Initial Purchasers.
(d) Delivery of Offering Memorandum Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies benefit of the Offering Memorandum in such quantities Underwriters and at such places as shall not be on behalf of the Initial Purchasers shall reasonably requestCompany or any Guarantor.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company and the Subsidiary Guarantors agree to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreementsPurchaser, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, Purchaser agrees to purchase from Acquisition the respective principal amount Company and the Subsidiary Guarantors 25,000 Units at a purchase price of Notes $960 per Unit. One or more certificates in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as set forth on Schedule BJeffxxxxx & Xompany, opposite such Initial Purchaser's name payable on Inc. requests upon notice to the Company at least 24 hours prior to the Closing Date.
, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (bsame day funds) The to such account or accounts as the Company shall specify prior to the Closing Date. Delivery Such delivery of certificates and payment for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Vinsxx & SterlingXlkixx, 000 Xxxxxxxxx X.L.P., 1001 Xxxxxx Xxxxxx, Xxx XxxxHouston, Xxx Xxxx 00000-0000 (Texas, at 10:00 a.m., New York time, on October 16, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company has requested that the Closing Date be scheduled to occur three business days after the date of this Agreement in order to provide sufficient time to satisfy the conditions for closing set forth in Section 7 below. With respect to Securities to be delivered in definitive certificated form, the Company and the Subsidiary Guarantors will make certificates for such Securities available for checking and packaging by the Initial Purchaser at the offices of Jeffxxxxx & Xompany, Inc. in New York, New York, or at such other place as Jeffxxxxx & Xompany, Inc. may be agreed designate, at least 24 hours prior to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice Securities to postpone be represented by one or more definitive global Securities in book-entry form will be deposited on the Closing Date as originally scheduled includeDate, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery on behalf of the Notes. Acquisition shall deliverCompany, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the with The Depository Trust Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository ("DTC") or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasersdesignated custodian.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees Each of the Authority and the Guarantors agree to issue and sell to the Initial Purchasers, severally and not jointly, Purchaser all of the Securities Securities, and the Initial Purchaser agrees to purchase from the Authority and the Guarantors all of the Securities, at a purchase price of 100% of the principal amount thereof payable on the basis of the representationsClosing Date, warranties and agreementsin each case, and upon the terms herein set forth. On on the basis of the representations, warranties and agreements herein contained, and upon the terms but terms, subject to the conditions thereto, herein set forth, . The Authority agrees to pay the Initial Purchasers agree, severally Purchaser total discounts and not jointly, to purchase from Acquisition the respective principal amount of Notes as set forth on Schedule B, opposite such Initial Purchaser's name payable commissions on the Closing DateSecurities of $7,618,750.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers Purchaser and payment therefor shall be made at the offices of Shearman White & SterlingCase LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 00000 (or such other place as may be agreed to by Acquisition the Authority, the Manager and the Initial PurchasersBanc of America Securities LLC) at 9:00 a.m. New York City time, on March 27June 22, 20012006, or such other time and date as Banc of America Securities LLC, the Initial Purchasers Authority and the Manager shall designate by notice to Acquisition agree (the time and date of such closing are called the "Closing Date"). Acquisition The Authority and the Manger hereby acknowledges acknowledge that circumstances under which the Initial Purchasers Banc of America Securities LLC may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Authority, the Manager or the Initial Purchasers Purchaser to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereofMemorandum.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, (i) the Initial Purchasers agreeCompany agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Securities upon the terms but subject to the conditions herein set forth and (ii) the Underwriters agree, and each Underwriter, severally and not jointly, agrees to purchase from Acquisition the respective Company the aggregate principal amount of Notes as Firm Securities set forth on in Schedule BI opposite the name of such Underwriter, opposite plus any additional principal amount of Firm Securities which such Initial Purchaser's name Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, at a purchase price of 96.85% of the principal amount of the Securities, plus accrued interest, if any, from November 6, 2014 to the Closing Date (as defined below), payable on the Closing Date.
(b) The Closing Date. Delivery of certificates for the Firm Securities in definitive global form to be purchased by the Initial Purchasers Underwriters and payment of the purchase price therefor shall be made at the offices of Shearman & SterlingXxxxxxx Xxxxxxx and Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 00000 (or such other place as may be agreed to by Acquisition the Company and the Initial PurchasersRepresentative) at 9:00 a.m. New York City time, on March 27November 6, 20012014 (unless postponed in accordance with the provisions of Section 9), or such other time and date as the Initial Purchasers Underwriters shall designate by notice to Acquisition the Company (the time and date of such closing are called the "“Closing Date"”). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery In addition, on the basis of the Notesrepresentations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Securities at the price set forth in Section 2(a) above. Acquisition The option granted hereby may be exercised in whole or in part by giving written notice within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Securities are to be delivered shall be determined by the Representative but shall not be earlier than two nor later than 10 full business days after the exercise of such option, 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 two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Option Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities. You, as Representative of the several Underwriters, 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 Securities shall be made on the Option Closing Date in federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company.
(d) The Company shall deliver, or cause to be delivered, delivered to Banc of America Securities LLCthe Representative, for the account accounts of the Initial Purchasersseveral Underwriters, certificates for the Notes Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisitiontherefor. The certificates for the Notes Securities shall be in such denominations specified by the Representative in writing at least one business day preceding the Closing Date and registered in the name of Cede & Co., as nominee of the Depository or its nominee, pursuant to the DTC Letter of RepresentationsDepositary, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers Representative may designate. 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 Initial PurchasersUnderwriters.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers agree, severally and not jointly, the Initial Purchasers agree to purchase from Acquisition the respective Company, at a purchase price of 97% of the aggregate principal amount thereof (the “Purchase Price”), plus accrued interest, if any, from December 6, 2004 to the Closing Date, the Firm Securities. Each Security will be convertible at the option of Notes as the holder into a combination of cash and the Underlying Securities at the conversion price set forth on Schedule Bin the Securities (the “Conversion Price”), opposite such which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall be registered by the Trustee in the name of the nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the accounts of the Initial Purchaser's name payable Purchasers, and deposited with the Trustee as custodian for DTC on the Closing Date.
(b) The Closing Date, against payment by or on behalf of the Initial Purchasers to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of certificates and payment for the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Xxxxx Xxxx & SterlingXxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) 00000 at 9:00 a.m. 9:30 A.M., New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second third full business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places other place, time or date not later than five business days thereafter as the Initial Purchasers and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date”. (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)
(b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to Deutsche Bank Securities Inc. for its own account to purchase the Option Securities at the Purchase Price set forth in Section 2(a) plus accrued interest, if any, from December 6, 2004 to the Option Closing Date (as defined below). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time and from time to time within 30 days after the date of this Agreement by Deutsche Bank Securities Inc. to the Company, setting forth the aggregate principal amount of Option Securities as to which Deutsche Bank Securities Inc. is exercising the option and the time and date for delivery of and payment for such Option Securities. The time and date for delivery of and payment for such Option Securities shall reasonably requestbe determined by Deutsche Bank Securities Inc. but shall not be earlier than three nor later than ten full business days after the exercise of such option, 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 two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Deutsche Bank Securities Inc. may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
Samples: Purchase Agreement (American Equity Investment Life Holding Co)
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees The Company and the Guarantors agree to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements of the Company and the Guarantors herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from Acquisition the respective Company and the Guarantors the aggregate principal amount of Notes as Securities set forth opposite their names on Schedule BA, opposite such Initial Purchaser's name payable on at a purchase price equal to 98.25% of the principal amount thereof plus accrued interest of $675,000 from June 1, 2004 to the Closing Date.
(b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Parker, Poe, Xxxxx & SterlingXxxxxxxxx L.L.P., Three Wachovia Center, 000 Xxxxxxxxx Xxxxx Xxxxx Xxxxxx, Xxx XxxxSuite 3000, Xxx Xxxx 00000-0000 Charlotte, NC 28202 (or such other place as may be agreed to by Acquisition the Company and the Initial PurchasersBanc of America Securities LLC) at 9:00 a.m. New York City time, on March 27July 7, 2001, 2004 or such other time and date as the Initial Purchasers Banc of America Securities LLC shall designate by notice to Acquisition the Company (the time and date of such closing are called the "“Closing Date"”). Acquisition The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof16.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agreeCompany agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from Acquisition the respective Company, the principal amount of Notes as Securities set forth on in Schedule BI opposite the name of such Underwriter (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), opposite such Initial Purchaser's name payable on at a purchase price of 99.265% of the Closing Date.
(bprincipal amount thereof plus accrued interest, if any, from the date specified in Schedule II hereto to the date of payment and delivery,. Payment of the purchase price for, and delivery of certificate(s) The Closing Date. Delivery of certificates for for, the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman UBS Securities LLC, 299 Park Avenue, New York, New York, at 10:00 a.m. New York time, on txx xxxxx xxxxxxxx xxx xxxxx xxx xxxe of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon (unless the pricing of the Securities shall occur after 4:30 PM Eastern Time, then payment and delivery shall occur on the fourth business day after the date of this Agreement), such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange 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). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to UBS Securities LLC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized UBS Securities LLC, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has severally agreed to purchase. UBS Securities LLC, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & SterlingCo., 000 Xxxxxxxxx Xxxxxxas nominee for The Depository Trust Company ("DTC"), Xxx Xxxxor registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate, Xxx Xxxx 00000or certificates if not in book-0000 (entry form, will be made available for inspection by the Representatives at least one business day prior to the Closing Date at the office of UBS Securities LLC or such other place as may be agreed to by Acquisition the Representatives, DTC and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers Company shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereofagree.
(c) Delivery of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Trust agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, agree to purchase from Acquisition the Firm Securities in the respective principal amount of Notes as amounts set forth on Schedule B1 hereto from the Trust, opposite at an offering price of $98.75 per Security (representing the offering price to investors of $100.00 per Security less an underwriting and selling commission of $1.25 per Security). The Trust will deliver the Firm Securities to or, as instructed by the Representatives, for the accounts of the several Initial Purchasers in a form reasonably acceptable to the Representatives against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such Initial Purchaser's name payable on account or accounts as the Trust shall specify prior to the First Closing Date.
(b) The , or by such means as the parties hereto shall agree prior to the First Closing Date. Delivery Such delivery of certificates and payment for the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman Xxxxxxxx & SterlingXxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xxxxxxxxxxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and Xxxx, XX 00000 at the Initial Purchasers) at 9:00 a.m. New York City timeFirst Closing Date. In addition, on March 27the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, 2001, or such other time and date as the Initial Purchasers shall designate by notice Trust hereby grants an option to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the several Initial Purchasers to recirculate to investors copies purchase the Option Securities in the respective amounts as set forth in Schedule 1 hereto from the Trust at a price of an amended $98.75 per Security. The option granted hereby may be exercised in whole or supplemented Offering Memorandum or a delay as contemplated in part, by giving prior written notice (i) at any time before the provisions of Section 16 hereof.
First Closing Date and (cii) Delivery of the Notes. Acquisition shall deliveron one, or cause to be deliveredmore occasions, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefore, of 100% of the aggregate principal amount of the Notes issued by Acquisition plus interest, if any, from March 27, 2001, which will be immediately deposited in the account established under the Pledge Agreement. Acquisition and, within 30 days after the consummation of the Merger and release of the Collateral to Acquisition, the Company jointly and severally agree to pay, on the date of the consummation of the Merger, the fees and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates for the Notes shall be in such denominations and registered in the name of the Depository or its nominee, pursuant to the DTC Letter of Representations, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.
(d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, Acquisition shall deliver by the Representatives to the Trust and the Shareholder setting forth the number of Option Securities as to which the several Initial Purchasers are exercising the option. To the extent the notice is received before 24 hours after the Applicable Time, the Option Closing Date will be the First Closing Date. To the extent such notice is received 24 hours or cause more after the Applicable Time, such Option Closing Date will be five Business Days after receipt by the Trust and the Shareholder of such notice after the date of such notice, unless otherwise agreed by the Trust and the Shareholder. The number of Option Securities to be delivered copies purchased by each Initial Purchaser shall be in the same proportion to the total number amount of the Offering Memorandum in such quantities and at such places Option Securities being purchased as the number of Firm Securities being purchased by such Initial Purchasers Purchasers, adjusted by the Representatives to account for fractional amounts. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Trust. To the extent, if any, that the option is exercised, payment for the Option Securities shall reasonably requestbe made wire transfer (same day funds) to such account or accounts as the Trust shall specify prior to the First Closing Date, or by such means as the parties hereto shall agree prior to any Option Closing Date. Such delivery of and payment for the Option Securities shall be made at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx, XX 00000 at any Option Closing Date.
Appears in 1 contract
Purchase Sale and Delivery of the Securities. (a) The Securities. Acquisition agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities on the basis of the representations, warranties and agreements, and upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the terms and conditions herein set forth, the Initial Purchasers Company and the Selling Securityholder agree, severally and not jointly, to issue (in the case of the Company) and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from Acquisition the Company and the Selling Securityholder, at a purchase price of $____ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. The Company agrees to issue and sell to the Underwriters 1,670,000 Firm Securities and the Selling Securityholder agrees to sell to the Underwriters the number of Firm Securities set forth opposite the Selling Securityholder's name on Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives 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 and the Selling Securityholder to the Representatives for the respective principal amount accounts of Notes the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company and the Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the offices of Willxxx Xxxx & Xallxxxxx, Xxe Citicorp Center, 153 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 9:30 A.M., New York time, on November ___, 1996, or at such other place, time or date as set forth on Schedule Bthe Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, opposite such Initial Purchasertime and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and the Selling Securityholder will make such certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's name payable on transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.
(b) The Closing Date. Delivery For the purpose of certificates for covering any over-allotments in connection with the distribution and sale of the Firm Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (or such other place as may be agreed to by Acquisition and the Initial Purchasers) at 9:00 a.m. New York City time, on March 27, 2001, or such other time and date as the Initial Purchasers shall designate by notice to Acquisition (the time and date of such closing are called the "Closing Date"). Acquisition hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by Acquisition or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions Prospectus, the Company and the Selling Securityholder hereby grant to the several Underwriters options to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 16 hereof.3. The options granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or 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 Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholder setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the options and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the options and, in any event, shall not be earlier than the Firm Closing Date. The
(c) Delivery The Company and the Selling Securityholder hereby acknowledge that the wire transfer by or on behalf of the Notes. Acquisition shall deliver, or cause to be delivered, to Banc of America Securities LLC, for the account of the Initial Purchasers, certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount Underwriters of the purchase price therefore, for any Securities does not constitute closing of 100% a purchase and sale of the aggregate principal amount Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the Notes issued by Acquisition plus interestclosing of a purchase of the Securities from the Company or the Selling Securityholder, if anyas the case may be. Furthermore, from March 27, 2001, which will be immediately deposited in the account established under event that the Pledge Agreement. Acquisition and, after Underwriters wire funds to the consummation Company or the Selling Securityholder prior to the completion of the Merger and release closing of the Collateral to Acquisitiona purchase of Securities, the Company jointly and severally agree to pay, on the date of Selling Securityholder hereby acknowledge that until the consummation of the Merger, the fees Underwriters execute and commissions of the Initial Purchasers, in immediately available funds, equal to 3% of the aggregate principal amount of Notes issued by Acquisition. The certificates deliver a receipt for the Notes shall Securities, by facsimile or otherwise, neither the Company nor the Selling Securityholder will be in such denominations and registered in the name of the Depository or its nominee, pursuant entitled to the DTC Letter of Representations, wired funds and shall be made available for inspection on return the business wired funds to the Underwriters as soon as practicable (by wire transfer of same-day preceding funds) upon demand. In the Closing Date at event that the closing of a location in New York Citypurchase of Securities is not completed and the wire funds are not returned by the Company or the Selling Securityholder, as the Initial Purchasers case may designate. Time shall be of the essencebe, and delivery at the time and place specified in this Agreement is a further condition to the obligations Underwriters on the same day the wired funds were received by the Company or the Selling Securityholder, the Company and the Selling Securityholder, as the case may be, agree to pay to the Underwriters in respect of each day the Initial Purchaserswire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated.
(d) Delivery It is understood that any of Offering Memorandum to you, individually and not as one of the Initial Purchasers. Not later than 12:00 p.m. Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the second business day following the date of this Agreement, Acquisition shall deliver or cause Securities to be delivered copies purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably requestits or their obligations hereunder.
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