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 such other place as shall be agreed upon by the Xxxpaxx xnd the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by them. The purchase price may be paid by a single wire transfer from the Underwriters from which the Underwriters deduct the Commissions and fees owed to the Underwriters, which shall be deemed to be the equivalent of simultaneous wire transfers from the various parties due hereunder. (c) The Initial Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriters may request in writing at least two business days before the Closing Time or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available in [New York City] for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.
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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 Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree each Underwriter agrees, severally and not jointly, to purchase from the Trust 1,600,000 Company that amount of Initial Debt Securities set forth in Schedule A of the $100,000,000 principal amount of the Initial Debt 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 Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase up to an additional 240,000 Option $15,000,000 principal amount of the Debt 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 several 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 DateDate of Delivery") shall be determined by the Underwriters Representative 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. 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 set forth in Schedule A.
(b) If the Company has elected not to rely upon Rule 430A, the initial public offering price for the Securities, the purchase price for the Securities to be paid by the several Underwriters and the interest rate on, conversion price of, and redemption provisions of the Debt Securities have been agreed upon and set forth herein and an amendment to the Registration Statement containing such information will have been filed before the Registration Statement becomes effective.
(bc) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of [RyanXxxxxxx, Beck Spidi, Sloane & Co.]Xxxxx, P.C., or at such other place as shall be agreed upon by the Xxxpaxx xnd Company and the UnderwritersRepresentative, at 10:00 9:30 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 [RyanXxxxxxx, Beck Spidi, Sloane & Co.]Xxxxx, P.C., or at such other place as shall be agreed upon by the Xxxpaxx xnd Company and the UnderwritersRepresentative, on the Option Closing Date of Delivery as specified in the notice from the Underwriters Representative to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately funds available fundsthe same day to the Company, against delivery to the Underwriters Representative for the account respective accounts of the several Underwriters of Preferred certificates for the Securities to be purchased by them. The purchase price may be paid by a single wire transfer from the Underwriters from which the Underwriters deduct the Commissions and fees owed to the Underwriters, which shall be deemed to be the equivalent of simultaneous wire transfers from the various parties due hereunder.
(cd) The Initial Certificates for the Securities to be purchased by the Underwriters shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriters may request in writing at least two full business days before the Closing Time or the Option Closing DateDate of Delivery, as the case may be. The Global Securities representing certificates for the Initial Securities or the Option Securities to be purchased will be made available in [New York City] City for examination and packaging by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing DateDate of Delivery, as the case may be.
(e) It is understood that each Underwriter has authorized you, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities that it has agreed to purchase. You, individually and not as Representative, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or Option Securities to be purchased by any Underwriter whose check or checks shall not have been received by the Closing Time or the Date of Delivery, as the case may be.
Appears in 1 contract
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 Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree each Underwriter agrees, severally and not jointly, to purchase from the Trust 1,600,000 Company that amount of Initial Common Securities set forth in Schedule A of the 3,000,000 Initial Common 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 Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase up to an additional 240,000 Option 450,000 Common 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 several 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 DateDate of Delivery") shall be determined by the Underwriters Representative 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. 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 set forth in Schedule A.
(b) If the Company has elected not to rely upon Rule 430A, the initial public offering price for the Securities and the purchase price for the Securities to be paid by the several Underwriters have been agreed upon and set forth herein and an amendment to the Registration Statement containing such information will have been filed before the Registration Statement becomes effective.
(bc) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of [RyanXxxxxxx, Beck Spidi, Sloane & Co.]Xxxxx, P.C., or at such other place as shall be agreed upon by the Xxxpaxx xnd Company and the UnderwritersRepresentative, at 10:00 9:30 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 [RyanXxxxxxx, Beck Spidi, Sloane & Co.]Xxxxx, P.C., or at such other place as shall be agreed upon by the Xxxpaxx xnd Company and the UnderwritersRepresentative, on the Option Closing Date of Delivery as specified in the notice from the Underwriters Representative to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately funds available fundsthe same day to the Company, against delivery to the Underwriters Representative for the account respective accounts of the several Underwriters of Preferred certificates for the Securities to be purchased by them. The purchase price may be paid by a single wire transfer from the Underwriters from which the Underwriters deduct the Commissions and fees owed to the Underwriters, which shall be deemed to be the equivalent of simultaneous wire transfers from the various parties due hereunder.
(cd) The Initial Certificates for the Securities to be purchased by the Underwriters shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriters may request in writing at least two full business days before the Closing Time or the Option Closing DateDate of Delivery, as the case may be. The Global Securities representing certificates for the Initial Securities or the Option Securities to be purchased will be made available in [New York City] City for examination and packaging by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing DateDate of Delivery, as the case may be.
(e) It is understood that each Underwriter has authorized you, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities that it has agreed to purchase. You, individually and not as Representative, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or Option Securities to be purchased by any Underwriter whose check or checks shall not have been received by the Closing Time or the Date of Delivery, as the case may be.
Appears in 1 contract
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 Xxxxanx xxd 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 such other place as shall be agreed upon by the Xxxpaxx xnd Xxxxanx xxd the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by them. The purchase price may be paid by a single wire transfer from the Underwriters from which the Underwriters deduct the Commissions and fees owed to the Underwriters, which shall be deemed to be the equivalent of simultaneous wire transfers from the various parties due hereunder.
(c) The Initial Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriters may request in writing at least two business days before the Closing Time or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available in [New York City] City for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.
Appears in 1 contract
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree agrees to purchase from the Trust 1,600,000 Trust, the 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 the 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 9:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 9:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, on one occasion only, solely for the purpose of covering over-allotments which may be made in connection with the offering Offering and distribution of the Initial Securities upon notice by you the Representatives 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 Representatives 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 [RyanDrinker Biddle & Reath LLP ("Drinker Bxxxxx"), Beck Xxx Logan Square, 10xx & Co.]Cherry Stxxxxx, Philadelphia, Pennsylvania 19103, or at such other place as shall be agreed upon by the Xxxpaxx xnd Company and the UnderwritersRepresentatives, at 10:00 9:30 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 seven ten full business days thereafter as you the Representatives 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.]Drinker Biddle, or at such other place as plaxx xx shall be agreed upon by the Xxxpaxx xnd Company and the UnderwritersRepresentatives, on the Option Closing Date as specified in the notice from the Underwriters Representatives to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters Representatives for the account of the Underwriters of Preferred Securities to be purchased by them. The purchase price may be paid by a single wire transfer from the Underwriters from which the Underwriters deduct the Commissions and fees owed to the Underwriters, which shall be deemed to be the equivalent of simultaneous wire transfers from the various parties due hereunderit.
(c) The Initial Preferred Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriters Representatives may request in writing at least two one business days day before the Closing Time Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available in [New York City] for examination by the Underwriters Representatives and counsel to the Representatives and Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.
Appears in 1 contract
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 Company agrees to sell to the Underwriters, and the Underwriters agree to purchase from the Trust 1,600,000 Company, 2,000,000 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 Company hereby grants an option to the Underwriters to purchase up to an additional 240,000 Option 300,000 Common 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 [RyanHolland & Knight LLP, Beck & Co.]St. Petersburg, Florida, or at such other place as shall be agreed upon by the Xxxpaxx xnd Company and the Underwriters, at 10:00 9:30 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 seven 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"). 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 Holland & Co.]Knight LLP, or at such other place as shall be agreed upon by the Xxxpaxx xnd Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account respective accounts of the Underwriters of Preferred Common Securities to be purchased by them. The purchase price may be paid by a single wire transfer from the Underwriters from which the Underwriters deduct the Commissions and fees owed to the Underwriters, which shall be deemed to be the equivalent of simultaneous wire transfers from the various parties due hereundereach.
(c) The Initial Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriters may request in writing at least two one business days day before the Closing Time Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available in [New York City] for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. A.M. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.
Appears in 1 contract
