Sale and Delivery to the Underwriters. CLOSING 17 SECTION 3. COVENANTS OF THE COMPANY 18 SECTION 4. PAYMENT OF EXPENSES 23 SECTION 5. CONDITIONS OF UNDERWRITERS’ OBLIGATIONS 24 SECTION 6. INDEMNIFICATION 27 SECTION 7. CONTRIBUTION 29 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 30 SECTION 9. TERMINATION OF AGREEMENT 31 SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS 31 SECTION 11. NOTICES 32 SECTION 12. PARTIES 32 SECTION 13. NO ADVISORY OR FIDUCIARY RESPONSIBILITY; TAX DISCLOSURE 33 SECTION 14. INTEGRATION 33 SECTION 15. GOVERNING LAW AND TIME 34 SECTION 16. WAIVER OF JURY TRIAL 34 SECTION 17. EFFECT OF HEADINGS AND TABLE OF CONTENTS; COUNTERPARTS 34 Schedule B – Pricing Schedule Sch B-1 Schedule C – Pricing Related Information Sch C-1 Exhibit A – Form of Opinion of Xxxxxx & Xxxxxxx LLP A-1 Exhibit B – Form of Opinion of Xxxxxxx X. Xxxxxxxx B-1 Exhibit C – Form of Opinion of Xxxxxxx LLP C-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281 As Representatives of the several Underwriters Ladies and Gentlemen: Realty Income Corporation, a Maryland corporation (the “Company”), confirms its agreement with the underwriters named in Schedule A hereto (the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofA Xxxxxxx Xxxxx”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”), Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) and RBC Capital Markets, LLC (“RBC”) are acting as representatives (BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC, in such capacities, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in said Schedule A and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,800,000 additional shares of Common Stock. The aforesaid 12,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwrite...
Sale and Delivery to the Underwriters. CLOSING 18 SECTION 3. COVENANTS OF THE COMPANY 20 SECTION 4. PAYMENT OF EXPENSES 25 SECTION 5. CONDITIONS OF UNDERWRITERS’ OBLIGATIONS 25 SECTION 6. INDEMNIFICATION 28 SECTION 7. CONTRIBUTION 30 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 32 SECTION 9. TERMINATION OF AGREEMENT 32
Sale and Delivery to the Underwriters. Closing.
(a) Your several commitments to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained, and shall be subject to the terms and conditions herein set forth.
(b) Payment of the purchase price for, and delivery of, any Securities to be purchased by you shall be made at the place set forth in the applicable Terms Agreement or at such other place as shall be agreed upon by the Company and you, on the third full business day (unless postponed pursuant to Section 10) following the date of the applicable Terms Agreement or at such other time not more than ten full business days thereafter as you and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). Payment shall be made to the Company by wire transfer payable in same-day federal funds to an account specified by the Company in the applicable Terms Agreement or by certified or official bank check or checks in New York Clearing House funds payable to the order of the Company, as specified by the Company in the applicable Terms Agreement, against delivery of the Securities to the Representatives for the respective accounts of the Underwriters of the Securities to be purchased by them.
(c) The Debt Securities shall be in such denominations ($1,000 or an integral multiple thereof) and registered in such names as the Representatives may request in writing at least two full business days prior to the Closing Time. The Debt Securities, which may be in temporary form, and the shares of Equity Securities will be made available in New York City for examination and packaging by the Representatives not later than 10:00 A.M., New York City time, on the business day prior to the Closing Time. If specified in a Terms Agreement, on the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to you to purchase, severally and not jointly, up to that amount of the Option Securities, as shall be specified in the Terms Agreement, from the Company at the same price as you shall pay for the relevant Securities. Said option may be exercised only to cover over-allotments in the sale of the Securities by you and may be exercised in whole or in part at any time (not more than once) on or before the thirtieth day after the date of the Terms Agreement upon written or telegrap...
Sale and Delivery to the Underwriters. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) each of the Company and each Selling Shareholder agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price per share of $[•] (the “Purchase Price”), the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company or such Selling Shareholder (as set forth opposite the name of such Selling Shareholder in Schedule II hereto), as applicable, by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate total number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Shareholders hereunder, and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, the Company agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Purchase Price, the number of Option Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying (A) the number of Option Shares as to which such election shall have been exercised by (B) the fraction set forth in clause (i) above.
(b) The Company hereby grants to the Underwriters the right to purchase at their election up to [•] Option Shares, at the Purchase Price. The Underwriters may exercise their option to acquire Option Shares in whole or in part from time to time by written notice from the Representatives to the Company within a period of 30 calendar days after the date of this Agreement, which notice shall set forth (i) the aggregate number of Option Shares to be purchased and (ii) the time, date and place at which such Option Shares are to be delivered, as determined by the Representatives, but in no event shall such date be earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice.
(c) The Compan...
Sale and Delivery to the Underwriters. The Offered Securities ------------------------------------- to be purchased by each Underwriter pursuant to the Terms Agreement relating thereto, in the form specified in such Terms Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours notice to the Company prior to the Time of Delivery, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours prior to the Time of Delivery.
Sale and Delivery to the Underwriters
