Sale and Delivery to Initial Purchaser Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, at a purchase price of 98.785% of the principal amount thereof, $75,000,000 aggregate principal amount of Original Securities. (b) Payment of the purchase price for, and delivery of certificates for the Original Securities shall be made at the office of Skadden, Arps, Slate, Meagher & Flom LLP in New York, or at such other place ax xxxxx be xxxeed upon by Smith Barney and the Company, at 9:00 a.m. New York City xxxx xx Xxxust 5, 1997, or such other time not later than ten business days after such date as shall be agreed upon by Smith Barney and the Company (such time and date of paymxxx xxx xxxxvery being herein called the "Closing Time"). Payment for the Original Securities purchased by the Initial Purchaser shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Initial Purchaser of certificates for the Original Securities, if any are to be purchased by them. Certificates for the Original Securities shall be in such denominations and registered in such names as the Initial Purchaser may request in writing at least one business day before the Closing Time. The certificates representing the Original Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the representation letters of the Company to The Depository Trust Company ("DTC") relating to the approval of the Securities by DTC for "book entry" transfer (the "DTC Agreement") and shall be made available for examination and packaging by the Initial Purchaser in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) The Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).
Appears in 1 contract
Samples: Purchase Agreement (Interpool Inc)
Sale and Delivery to Initial Purchaser Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to the Initial Purchaser, Purchaser and the Initial Purchaser agrees to purchase from the CompanyTrust, at a purchase price of 98.785% $1,000 per Capital Security, the number of Capital Securities set forth in Schedule A opposite the name of the principal amount thereofInitial Purchaser, $75,000,000 aggregate principal amount plus any additional Capital Securities which the Initial Purchaser may become obligated to purchase pursuant to the provisions of Original SecuritiesSection 10 hereof.
(b) Payment of the purchase price for, and delivery Deliveries of certificates for the Original Capital Securities shall be made at the office of Skadden, Arps, Slate, Meagher & Flom LLP the Initial Purchaser in New York, York (or at such other place ax xxxxx the offices of Pitney, Xxxxxx, Xxxx & Xxxxx) specified below in the case of Capital Securities registered in the name of Cede & Co.), and payment of the purchase price for the Capital Securities shall be xxxeed upon made by Smith Barney and the CompanyInitial Purchaser to the Trust by wire transfer of immediately available funds contemporaneous with closing at the offices of Pitney, Xxxxxx, Xxxx & Xxxxx, 000 Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx, 00000 at 9:00 a.m. New York City xxxx xx Xxxust 510:00 A.M. on June 19, 19971998, or such other time not later than ten business days after such date as shall be agreed upon by Smith Barney the Initial Purchaser and the Company Offerors (such time and date of paymxxx xxx xxxxvery payment and delivery being herein called the "Closing Time"). Payment for the Original Capital Securities purchased by the Initial Purchaser shall be made to the Company Trust by wire transfer of immediately available funds to a bank account designated by the Companyfunds, against delivery to for the account of the Initial Purchaser of certificates for the Original Capital Securities, if any are to be purchased by them. Certificates for the Original Capital Securities shall be in such denominations and registered in such names as the Initial Purchaser may request in writing at least one business day before the Closing Time. The certificates representing the Original Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the representation letters of the Company to The Depository Trust Company ("DTC") relating to the approval of the Securities by DTC for "book entry" transfer (the "DTC Agreement") Agreement and shall be made available for examination and packaging by the Initial Purchaser in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time.
(c) As compensation to the Initial Purchaser for its commitment hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to the Initial Purchaser in immediately available funds, $12.50 per Capital Security to be delivered by the Company hereunder at the Closing Time.
(d) The Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).
Appears in 1 contract
Samples: Purchase Agreement (Hubco Inc)
Sale and Delivery to Initial Purchaser Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to the Initial Purchaser, Purchaser and the Initial Purchaser agrees to purchase from the CompanyTrust, 50,000 of the Series A Capital Securities at a purchase price of 98.785% of the principal amount thereof, $75,000,000 aggregate principal amount of Original Securities1,000 per Series A Capital Security.
(b) Payment Deliveries of a certificate for the account of the purchase price for, and delivery of certificates Initial Purchaser for the Original Series A Capital Securities shall be made at the office of SkaddenLeBoeuf, ArpsLamb, SlateGreene & MacRae, Meagher & Flom LLP in L.L.P., 125 West 55th Street, New York, or New York 00000 anx xxxxent of the xxxxxxxx xxxxx xxx xxx Xxxxxx X Xxxxxxx Xxxxxities shall be made by the Initial Purchaser to the Trust by wire transfer of immediately available funds contemporaneous with closing at such other place ax xxxxx as shall be xxxeed agreed upon by Smith Barney the Initial Purchaser and the CompanyOfferors, at 9:00 10:00 a.m. (New York City xxxx xx Xxxust 5time) on April 3, 1997, 1997 or such other time not later than ten business days after such date as shall be agreed upon by Smith Barney the Initial Purchaser and the Company Offerors (such time and date of paymxxx xxx xxxxvery payment and delivery being herein called the "Closing Time"). Payment for the Original Securities purchased by the Initial Purchaser shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Initial Purchaser of certificates for the Original Securities, if any are to be purchased by them. Certificates for the Original Series A Capital Securities shall be in such denominations and registered in such names as the Initial Purchaser may request in writing at least one business day before the Closing Time. The certificates representing the Original Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the representation letters of the Company to The Depository Trust Company ("DTC") relating to the approval of the Securities by DTC for "book entry" transfer (the "DTC Agreement") Agreement and shall be made available for examination and packaging by the Initial Purchaser in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time.
(c) As compensation to the Initial Purchaser for its commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to the Initial Purchaser, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time.
(d) The Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).
Appears in 1 contract
Sale and Delivery to Initial Purchaser Closing. (a) On the basis of the representations representations, warranties, agreements and warranties covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Securities at a purchase price of 98.78593.249% of the aggregate principal amount thereof, $75,000,000 aggregate principal amount . Delivery to the Initial Purchaser of Original Securities.
(b) Payment of the purchase price for, and delivery of certificates payment for the Original Securities shall be made at a Closing (the office of Skadden“Closing”) to be held at 10:00 a.m., Arps, Slate, Meagher & Flom LLP in New York, or at such other place ax xxxxx be xxxeed upon by Smith Barney and the Company, at 9:00 a.m. New York City xxxx xx Xxxust 5time, 1997on May 22, or such other time not later than ten business days after such date as 2009 (the “Closing Date”) at the New York offices of Xxxxxx & Xxxxxxx LLP. The Company shall be agreed upon by Smith Barney and the Company (such time and date of paymxxx xxx xxxxvery being herein called the "Closing Time"). Payment for the Original Securities purchased by the Initial Purchaser shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery deliver to the Initial Purchaser of one or more certificates representing the Securities, except for the Original SecuritiesGuarantees, if any are to be purchased by them. Certificates for the Original Securities shall be in such denominations and definitive form, registered in such names and denominations as the Initial Purchaser may request in writing request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day before days prior to the Closing TimeClosing. The certificates representing the Original Securities which are not resold to institutional "accredited investors" Securities, except for the Guarantees, in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co. pursuant to the representation letters of the Company to The Depository Trust Company ("DTC") relating to the approval of the Securities by DTC for "book entry" transfer (the "DTC Agreement") and shall be made available for examination and packaging by the Initial Purchaser in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time.
(c) The Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).Co.
Appears in 1 contract
Sale and Delivery to Initial Purchaser Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, at a purchase price of 98.78598.734% of the principal amount thereof, $75,000,000 150,000,000 aggregate principal amount of Original Securities.
(b) Payment of the purchase price for, and delivery of certificates for the Original Securities shall be made at the office of Skadden, Arps, Slate, Meagher & Flom LLP in New York, or at such other place ax xxxxx as shall be xxxeed upon by Smith agrxxx xxxn bx Xxith Barney and the Company, at 9:00 a.m. New York City xxxx time on July 00, 0000, xx Xxxust 5, 1997, or such other time not later than ten business days after such date as shall be agreed upon by Smith Barney and the Company (such time and date of paymxxx xxx xxxxvery being herein payment and delivexx xxxxx xxxein called the "Closing Time"). Payment for the Original Securities purchased by the Initial Purchaser shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Initial Purchaser of certificates for the Original Securities, if any are to be purchased by them. Certificates for the Original Securities shall be in such denominations and registered in such names as the Initial Purchaser may request in writing at least one business day before the Closing Time. The certificates representing the Original Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the representation letters of the Company to The Depository Trust Company ("DTC") relating to the approval of the Securities by DTC for "book entry" transfer (the "DTC Agreement") and shall be made available for examination and packaging by the Initial Purchaser in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time.
(c) The Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).
Appears in 1 contract
Samples: Purchase Agreement (Interpool Inc)
