Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree to purchase from the Trust, 1,800,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely 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 Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given.
(b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery...
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter and the Underwriter agrees to purchase the Shares from the Fund at the price per share set forth in the Pricing Agreement.
(1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective.
(2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter.
(b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time n...
Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase Offered 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) In addition, the Company may grant in any Terms Agreement an option to the Underwriters named in such Terms Agreement to purchase up to the amount of Option Securities specified in such Terms Agreement, upon the terms and conditions referred to in paragraph (a) of this Section 3. The option granted by any Terms Agreement must be exercised within the period specified in such Terms Agreement, and may be exercised in whole or in part (but not more than once) only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Offered Securities upon notice by you 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 of payment and delivery thereof. Such time and date of delivery (the “Date of Delivery”) shall be determined by you after consultation with the Company but shall not be later than seven full Business Days after the exercise of such option, nor in any event prior to the Closing Time. If the option is exercised as to only a portion of the Option Securities, the Company will sell such portion of the Option Securities to the Underwriters. If the option is exercised as to all or any portion of the Option Securities, the Option Securities as to which the option is exercised shall be purchased by the Underwriters, severally and not jointly, in their respective underwriting obligation proportions. The term “Business Day” shall mean any day on which banks in both (i) New York, New York and (ii) London, England are not required or authorized by law to close.
Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase the Offered 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 Offered Securities to be purchased by the Underwriters 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 Representatives and the Company, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the applicable Terms Agreement, unless the Offered Securities are priced after 4:30 p.m. New York time in which case such payment and delivery will be made on the fourth business day following the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Closing Time"). Payment shall be made to the Company by certified or official bank check or checks drawn in New York Clearing House funds or similar next day funds payable to the order of the Company, against delivery to the Representatives for the respective accounts of the Underwriters of the Offered Securities to be purchased by them.
(c) Certificates for the Offered Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before the applicable Closing Time. The certificates for the Offered Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City not later than 3:00 p.m. on the last business day prior to the applicable Closing Time.
Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Notes and agrees to sell the Offered Notes on May 16, 2008 (the “Closing Date”) to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Offered Notes set forth opposite the name of such Underwriter, and at the purchase prices set forth, in Schedule A hereto. The Offered Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). The Company will cause the Issuer to transfer the Offered Notes in book-entry form to Greenwich Capital Markets, Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Representatives”), for the account of each Underwriter, against payment by the Representatives (by or on behalf of such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Notes to the account of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, the Closing Date or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.”
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree to purchase from the Trust 1,600,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 240,000 Option Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day if such 30th day is not a business day) and may be exercised, on one occasion only, solely 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 you to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given.
(b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of [Ryan, Beck & Co.], or at such other place as shall be agreed upon by the Xxxpaxx xnd the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not more than seven 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"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of [Ryan, Beck & Co.], or at s...
Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Notes and agrees to sell the Offered Notes on February 21, 2007 (the “Closing Date”) to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Offered Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Offered Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). The Company will cause the Issuer to transfer the Offered Notes in book-entry form to Deutsche Bank Securities Inc. (the “Representative”), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Notes to the account of the Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, the Closing Date or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.”
Sale and Delivery to the Underwriters Closing. (a) 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 sell to the Underwriters, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase, the respective aggregate principal amount of Securities set forth opposite such Underwriter’s name on Exhibit A hereto at a purchase price of 97.927% of the aggregate principal amount of such Securities.
(b) Payment of the purchase price for and delivery of the Securities shall be made at the offices of Xxxxxxxx & Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (New York time) on December 5, 2023, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representatives for the account of the Underwriters of the Securities. Delivery of the Securities shall be made through the facilities of DTC unless the Representatives otherwise instruct.
(c) The global note(s) representing the Securities will be made available for examination by the Representatives in The City of New York not later than noon (New York City time) on the business day prior to the Closing Date.
Sale and Delivery to the Underwriters Closing. The Company hereby confirms its agreement with the Underwriters concerning the purchase and sale of the Securities as follows:
Sale and Delivery to the Underwriters Closing. (a) Purchase of the Offered Securities. The several commitments of the Underwriters to purchase the Offered Securities pursuant to the applicable 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.
