Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Security set forth in Schedule B, the number of Capital Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Capital Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Capital Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, Nex Xxxx 10000, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Offerors (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. ( ), individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Securities will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time. (d) As compensation to the Underwriters for their commitments 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 ( ) in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.
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Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the price per Capital Security aggregate principal amount of 2030 Notes set forth in Schedule B, the number of Capital Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Schedule I hereto, plus any additional number at a purchase price equal to 99.35% of Capital Securities which the aggregate principal amount thereof, and the aggregate principal amount of 2035 Notes set forth opposite the name of such Underwriter may become obligated on Schedule I hereto, at a purchase price equal to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment 99.125% of the purchase price for, and delivery aggregate principal amount thereof. Delivery of certificates for, the Capital Securities shall be made at the offices of Skadden, Arps, Slate, Meagher Xxxxxxx & Flom Xxxx LLP, 919 Third AvenueXxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., New YorkYork City time, Nex Xxxx 10000on March 3, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Offerors Company (such time and date of payment and delivery being herein called "the “Closing Time"”). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. ( )Xxxxx Xxxxxxx & Co., individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) Certificates . Payment for the Capital Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representatives Representative may request in writing at least one full two business day before days prior to the Closing Time. The Capital Securities will Global Note shall be made available for examination and packaging by the Representatives in The City of New York Representative not later than 10:00 A.M. (Eastern 4:55 p.m. New York City time) , on the business day prior to the Closing Time.
(d) As compensation to . In performing its duties under this Agreement, the Underwriters for their commitments hereunder and in view of the fact shall be entitled to rely upon any notice, signature or writing 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 ( ) Underwriters shall in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.Company or its counsel or designees to them.
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Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the price per Capital Security principal amount of Senior Notes set forth in Schedule B, the number of Capital Securities set forth in Schedule A I opposite the name of such Underwriter, Underwriter (plus any additional number amount of Capital Securities which Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) at a price equal to 96.85% of the principal amount thereof; except that such price will be increased to 99% of the principal amount of the Senior Notes sold to certain institutions.
(b) Payment of the purchase price for, for and delivery of certificates for, for the Capital Securities Senior Notes shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom Troutman Sanders LLP, 919 Third AvenueNationsBank Plaza, 600 Peachtree Street, N.E., Atlxxxx, Xxoxxxx xx 10:00 A.M., New YorkYork timx, Nex Xxxx 10000xx Xxxxxxxx 00, or at xxxx xxxxx xxxxx 0000 (xxxxxx xxxxxxxxx xx xxxxx xx xxxxxx xxxn by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), ) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Representatives and the Offerors Company (such time and date of payment and delivery being herein called the "Closing TimeDate"). Payment shall be made to the Trust Company by wire transfer of immediately available in federal funds to a bank account designated by at the Trust Closing Date against delivery of the Senior Notes to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by themUnderwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, principal amount of the Capital Securities Senior Notes which it has agreed to purchase. ( )The Representatives, individually and not as representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for principal amount of the Capital Securities Senior Notes to be purchased by any Underwriter whose funds have payment has not been received by the Closing TimeDate, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO.
(c, to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Securities Senior Notes will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern 12:00 Noon, New York time) , on the last business day prior to the Closing TimeDate.
(d) As compensation to the Underwriters for their commitments 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 ( ) in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Security set forth in Schedule BCompany, the number aggregate principal amount of Capital Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Schedule I hereto, plus any additional number of Capital Securities which such Underwriter may become obligated at a purchase price equal to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment 98.061% of the purchase price for, and delivery aggregate principal amount thereof. Delivery of certificates for, the Capital Securities shall be made at the offices of Skadden, Arps, Slate, Meagher Xxxxxxx & Flom Xxxx LLP, 919 Third AvenueXxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 a.m., New YorkYork City time, Nex Xxxx 10000on November 17, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2014 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Offerors Company (such time and date of payment and delivery being herein called "the “Closing Time"”). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. ( )Jefferies, individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) . Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives Representative may request in writing at least one full two business day before days prior to the Closing Time. The Capital All certificates for the Securities will shall be made available for examination and packaging packaging, if applicable, by the Representatives Representative in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time.
(d) As compensation to . In performing its duties under this Agreement, the Underwriters for their commitments hereunder and in view of the fact shall be entitled to rely upon any notice, signature or writing 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 ( ) Underwriters shall in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.Company or its counsel or designees to them.
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Security set forth in Schedule BCompany, the number aggregate principal amount of Capital the Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Schedule I hereto, plus any additional number of Capital Securities which such Underwriter may become obligated at a purchase price equal to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment 98.75% of the purchase price for, and delivery aggregate principal amount thereof. Delivery of certificates for, the Capital Securities shall be made at the offices of Skadden, Arps, Slate, Meagher Xxxxxxxxx & Flom Xxxxxxx LLP, 919 Third AvenueThe New York Times Building, New York000 Xxxxxx Xxxxxx, Nex 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 1000000000, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn such other place as may be agreed to by the Representatives Representative and the OfferorsCompany, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 A.M. a.m. (Eastern New York City time) on the third (fourthSeptember 3, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Offerors Company (such time and date of payment and delivery being herein called "the “Closing Time"”). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. ( )Xxxxx Xxxxxxx & Co., individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) Certificates . Payment for the Capital Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representatives Representative may request in writing at least one full business day before prior to the Closing Time. The Capital Securities will Global Note shall be made available for examination and packaging by the Representatives in The City of New York Representative not later than 10:00 A.M. a.m. (Eastern New York City time) on the business day prior to the Closing Time.
(d) As compensation to . In performing its duties under this Agreement, the Underwriters for their commitments hereunder and in view of the fact shall be entitled to rely upon any notice, signature or writing 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 ( ) Underwriters shall in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.Company or its counsel or designees to them.
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Security set forth in Schedule BCompany, the number aggregate principal amount of Capital the Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Schedule I hereto, plus any additional number of Capital Securities which such Underwriter may become obligated at a purchase price equal to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment 98.75% of the purchase price for, and delivery aggregate principal amount thereof. Delivery of certificates for, the Capital Securities shall be made at the offices of Skadden, Arps, Slate, Meagher Xxxxxxxxx & Flom Xxxxxxx LLP, 919 Third AvenueThe New York Times Building, New York000 Xxxxxx Xxxxxx, Nex 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 1000000000, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn such other place as may be agreed to by the Representatives Representative and the OfferorsCompany, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 A.M. a.m. (Eastern New York City time) on the third (fourthNovember 23, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2021 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Offerors Company (such time and date of payment and delivery being herein called "the “Closing Time"”). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. ( )KBW, individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) Certificates . Payment for the Capital Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representatives Representative may request in writing at least one full business day before prior to the Closing Time. The Capital Securities will Global Note shall be made available for examination and packaging by the Representatives in The City of New York Representative not later than 10:00 A.M. a.m. (Eastern New York City time) on the business day prior to the Closing Time.
(d) As compensation to . In performing its duties under this Agreement, the Underwriters for their commitments hereunder and in view of the fact shall be entitled to rely upon any notice, signature or writing 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 ( ) Underwriters shall in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.Company or its counsel or designees to them.
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Preferred Security set forth in Schedule Bof $25.00, the number of Capital Preferred Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Capital Preferred Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment of the purchase price for, and delivery of the certificates forevidencing, the Capital Preferred Securities to be purchased by the Underwriters shall be made at the offices office of SkaddenO'Melveny & Xxxxx, Arps000 Xxxxx Xxxx Xxxxxx, SlateXxx Xxxxxxx, Meagher & Flom LLP, 919 Third Avenue, New York, Nex Xxxx 10000Xxxxxxxxxx 00000, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn such other place as shall be agreed upon by the Representatives and the Offerors, at 10:00 A.M. (Eastern 7:00 a.m., Los Angeles time) , on the third (fourthDecember 11, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 1995 (unless postponed in accordance with the provisions of Section 1010 hereof), or at such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Offerors (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Trust by wire transfer certified or official bank check or checks in next day funds payable to the order of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of the certificates for the Capital Preferred Securities to be purchased by them. Certificates for the Preferred Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day prior to Closing Time. It is understood that each Underwriter has authorized the Representatives, for its accounttheir respective accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Preferred Securities which it has agreed to purchase. ( )Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Preferred Securities to be purchased by any Underwriter whose funds have check has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) Certificates . The certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Preferred Securities will be made available for examination and packaging by the Representatives in The City of on or before 10:00 a.m. New York not later than 10:00 A.M. (Eastern time) City time on the last business day prior to the Closing Time.
(dc) As compensation to the Underwriters for their commitments hereunder and in In view of the fact that the proceeds of the sale of the Capital Preferred Securities will be used to purchase invested by the Trust in the Subordinated Debentures of the CompanyNotes, the Company hereby agrees to pay the several Underwriters as compensation (the "Underwriters' Compensation") for their arranging for the investment therein of such proceeds, $.7875 per Preferred Security ($3,150,000 in the aggregate); provided, however, that the compensation per Preferred Security for sales of 10,000 or more Preferred Securities to a single purchaser shall be $.50. Such Underwriters' Compensation shall be payable to the Underwriters by wire transfer of immediately available funds to Xxxxxxx Xxxxx or to its order at the Closing Time to ( ) in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.Time.
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the price per Capital Security principal amount of Senior Notes set forth in Schedule B, the number of Capital Securities set forth in Schedule A I opposite the name of such Underwriter, Underwriter (plus any additional number amount of Capital Securities which Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) at a price equal to 96.85% of the principal amount thereof; except that such price will be increased to 99% of the principal amount of the Senior Notes sold to certain institutions.
(b) Payment of the purchase price for, for and delivery of certificates for, for the Capital Securities Senior Notes shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom Xxxxx Xxxxxxxxxx LLP, 919 Third Avenue0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New YorkYork time, Nex Xxxx 10000on February 26, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof 1998 (unless postponed in accordance with the provisions of Section 10), ) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Representatives and the Offerors Company (such time and date of payment and delivery being herein called the "Closing TimeDate"). Payment shall be made to the Trust Company by wire transfer of immediately available in federal funds to a bank account designated by at the Trust Closing Date against delivery of the Senior Notes to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by themUnderwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, principal amount of the Capital Securities Senior Notes which it has agreed to purchase. ( )The Representatives, individually and not as representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for principal amount of the Capital Securities Senior Notes to be purchased by any Underwriter whose funds have payment has not been received by the Closing TimeDate, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO.
(c, to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Securities Senior Notes will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern 12:00 Noon, New York time) , on the last business day prior to the Closing TimeDate.
(d) As compensation to the Underwriters for their commitments 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 ( ) in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the price per Capital Security principal amount of Senior Notes set forth in Schedule B, the number of Capital Securities set forth in Schedule A I opposite the name of such Underwriter, Underwriter (plus any additional number amount of Capital Securities which Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) at a price equal to 96.85% of the principal amount thereof; except that such price will be increased to 99% of the principal amount of the Senior Notes sold to certain institutions.
(b) Payment of the purchase price for, for and delivery of certificates for, for the Capital Securities Senior Notes shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom Troutman Sanders LLP, 919 Third AvenueNationsBank Plaza, 600 Peachtree Street, N.E., Atlanta, Xxxxxxx xx 00:00 A.M., New YorkYork time, Nex Xxxx 10000on Xxxxxxx 00, or at xxxx xxxxx xxxxx 0000 (xxxxxx xxxxxxxxx xx xxxxx xx xxxxxx xxxn by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance xxxxxdance with the provisions of Section 10), ) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Representatives and the Offerors Company (such time and date of payment and delivery being herein called the "Closing TimeDate"). Payment shall be made to the Trust Company by wire transfer of immediately available in federal funds to a bank account designated by at the Trust Closing Date against delivery of the Senior Notes to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by themUnderwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, principal amount of the Capital Securities Senior Notes which it has agreed to purchase. ( )The Representatives, individually and not as representative Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for principal amount of the Capital Securities Senior Notes to be purchased by any Underwriter whose funds have payment has not been received by the Closing TimeDate, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO.
(c, to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Securities Senior Notes will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern 12:00 Noon, New York time) , on the last business day prior to the Closing TimeDate.
(d) As compensation to the Underwriters for their commitments 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 ( ) in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Security set forth in Schedule BCompany, the number aggregate principal amount of Capital the Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Schedule I hereto, plus any additional number of Capital Securities which such Underwriter may become obligated at a purchase price equal to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment 98.5% of the purchase price for, and delivery aggregate principal amount thereof. Delivery of certificates for, the Capital Securities shall be made at the offices of Skadden, Arps, Slate, Meagher Xxxxxxxxx & Flom Xxxxxxx LLP, 919 Third The New York Times Building, 620 Eighth Avenue, 42nd Floor, New York, Nex Xxxx 10000New York 1001, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn such other place as may be agreed to by the Representatives Representative and the OfferorsCompany, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, no later than 10:00 A.M. a.m. (Eastern New York City time) on the third (fourthMay 1, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Offerors Company (such time and date of payment and delivery being herein called "the “Closing Time"”). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. ( )Xxxxx Xxxxxxx & Co., individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) Certificates . Payment for the Capital Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representatives Representative may request in writing at least one full business day before prior to the Closing Time. The Capital Securities will Global Note shall be made available for examination and packaging by the Representatives in The City of New York Representative not later than 10:00 A.M. a.m. (Eastern New York City time) on the business day prior to the Closing Time.
(d) As compensation to . In performing its duties under this Agreement, the Underwriters for their commitments hereunder and in view of the fact shall be entitled to rely upon any notice, signature or writing 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 ( ) Underwriters shall in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.Company or its counsel or designees to them.
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Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Security security set forth in Schedule BII hereto, the number of Capital Preferred Securities set forth in Schedule A I opposite the name of such Underwriter. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule II, plus any additional number which is a fixed price determined by agreement between the Representative and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of Capital the fact that the proceeds of the sale of the Preferred Securities which such Underwriter may become obligated will be used to purchase pursuant the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the Closing Date (as defined below) to the provisions Representative, for the accounts of Section 10 hereofthe several Underwriters, a commission per Preferred Security as set forth on Schedule II for the Preferred Securities to be delivered by the Trust hereunder on the Closing Date.
(b) Payment of the purchase price for, and delivery of certificates for, the Capital Preferred Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom Troutman Sanders LLP, 919 Third AvenueBank of America Plaza, New York600 Peachtree Street, Nex Xxxx 10000N.E., or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn by the Representatives and the OfferorsXxxxxxa, Xxxxxia 30308 at 10:00 A.M. (Eastern A.M., Eastexx Xxxxxxxx Xxxx, xx Xxxxxxxx 00, 0000 xx xxxx xxxer time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), place or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative, the Trust and the Offerors Company (such time and date of payment and delivery being herein called the "Closing TimeDate"). Payment shall be made to the Trust by wire transfer of immediately available in federal funds to a bank account designated by at the Trust Closing Date, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Capital Preferred Securities to be purchased by them. Certificates for the Preferred Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days before the Closing Date. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Preferred Securities which it has agreed to purchase. ( )The Representative, individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Preferred Securities to be purchased by any Underwriter whose funds have payment has not been received by the Closing TimeDate, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c. The certificate(s) Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Preferred Securities will be made available for examination and packaging by the Representatives in The City of New York Representative not later than 10:00 A.M. (Eastern 12:00 Noon, New York time) , on the last business day prior to the Closing Time.
(d) As compensation Date. On the Closing Date, the Company will pay, or cause to be paid, the commission payable at such time to the Underwriters for their commitments hereunder and under Section 2(a) hereof by wire transfer payable to the Representative 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 ( ) in immediately available federal funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B..
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Security set forth in Schedule B, the number of Capital Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Capital Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment of the purchase price for, and delivery of certificates for, the Capital Securities shall be made at the offices of Skadden, Arps, Slate, Meagher Xxxxxxx & Flom Xxxx LLP, 919 Third Avenue000 Xxxxx Xxxxxx, New YorkXxx Xxxx, Nex Xxx Xxxx 1000000000, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn such other place as shall be agreed upon by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Offerors (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. ( )Xxxxxx Xxxxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Securities will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time.
(d) As compensation to the Underwriters for their commitments 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 ( ) Xxxxxx Xxxxxxx in immediately available funds, for the accounts of the several Und- erwritersUnderwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the a price of $1,000 per Capital Security set forth in Schedule BSecurity, the number 150,000 Capital Securities. Deliveries of Capital Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Capital Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment of the purchase price for, and delivery of a certificate or certificates for, for the Capital Securities shall be made at the offices of SkaddenThacher Proffitt & Wood LLP in The Citx xx Xxx Xxxx, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, Nex Xxxx 10000Xew Xxxx, or at xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxn such other place as may be agreed to by the Representatives Representative and the Offerors, and payment of the purchase price for the Capital Securities shall be made by the Representative to the Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Offerors, no later than 10:00 A.M. (Eastern a.m., New York City time) , on the third (fourthJanuary 26, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2006 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Offerors (such time and date of payment and delivery being herein called the "Closing Time"). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Trust against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. ( )Sandler O'Neill, individually and not as representative Reprexxxxxxxve of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) . Payment for the Capital Securities purchased by the Underwriters shall be made to the Trust by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives Representative may request in writing at least one full two business day before the Closing Time. The Capital Securities will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern time) on the business day days prior to the Closing Time.
(d) As compensation to the Underwriters for their commitments 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 ( ) in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.the
Appears in 1 contract
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per Capital Security security set forth in Schedule BII hereto, the number of Capital Preferred Securities set forth in Schedule A I opposite the name of such Underwriter, plus any additional number of Capital Preferred Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule II, which is a fixed price determined by agreement between the Representatives and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the Closing Date (as defined below) to Salomon Smith Barney Inc. ("SSB"), for the accounts of the severxx Xxxxxxxxxxrx, x xommission per Preferred Security as set forth on Schedule II for the Preferred Securities to be delivered by the Trust hereunder on the Closing Date.
(b) Payment of the purchase price for, and delivery of certificates for, the Capital Preferred Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom Troutman Sanders LLP, 919 Third Avenue600 Peachtree Street, New YorkN.E., Nex Atlanta, Georgxx 00000-2216 at 9:30 X.X., Xxx Xxxx 10000xxxx, or at xxxx xxxxx xxxxx xx xxxxx xx Xxxxxxxx 0, 0000 (xxxxxx xxxn by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed xxxxxxned in accordance with the provisions of Section 10), ) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Representatives Representatives, the Trust and the Offerors Company (such time and date of payment and delivery being herein called the "Closing TimeDate"). Payment shall be made to the Trust by wire transfer of immediately available in federal funds to a bank account designated by at the Trust Closing Date, against delivery to the Representatives SSB for the respective accounts of the Underwriters of certificates for the Capital Preferred Securities to be purchased by them. A single global certificate for the Preferred Securities shall be registered in the name of Cede & Co. It is understood that each Underwriter has authorized the RepresentativesSSB, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Preferred Securities which it has agreed to purchase. ( )SSB, individually and not as representative a Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital Preferred Securities to be purchased by any Underwriter whose funds have check has not been received by the Closing TimeDate, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) Certificates . The certificate for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Preferred Securities will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern 12:00 Noon, New York time) , on the last business day prior to the Closing Time.
(d) As compensation Date. On the Closing Date, the Company will pay, or cause to be paid, the commission payable at such time to the Underwriters for their commitments hereunder and under Section 2(a) hereof by wire transfer payable to SSB 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 ( ) in immediately available federal funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B..
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the price per Capital Security principal amount of Senior Notes set forth in Schedule B, the number of Capital Securities set forth in Schedule A I opposite the name of such Underwriter, Underwriter (plus any additional number amount of Capital Securities which Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) at a price equal to 97.75% of the principal amount thereof.
(b) Payment of the purchase price for, for and delivery of certificates for, for the Capital Securities Senior Notes shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom Troutman Sanders LLP, 919 Third Avenue600 Peachtree Street, New YorkN.E., Nex Suite 0000, Xxlxxxx, Xeorgia 00000-0000 xx 00:00 X.X., Xxx Xxxx 10000xxxx, or at xxxx xxxxx xxxxx xx xxxxx xx Xxxxx 00, 0000 (xxxxxx xxxn by the Representatives and the Offerors, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), ) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Representatives Representative and the Offerors Company (such time and date of payment and delivery being herein called the "Closing TimeDate"). Payment shall be made to the Trust Company by wire transfer of immediately available in federal funds to a bank account designated by at the Trust Closing Date against delivery of the Senior Notes to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by themUnderwriters. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, principal amount of the Capital Securities Senior Notes which it has agreed to purchase. ( )The Representative, individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for principal amount of the Capital Securities Senior Notes to be purchased by any Underwriter whose funds have payment has not been received by the Closing TimeDate, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO.
(c, to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) Certificates for the Capital Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The Capital Securities Senior Notes will be made available for examination and packaging by the Representatives in The City of New York Representative not later than 10:00 A.M. (Eastern 12:00 Noon, New York time) , on the last business day prior to the Closing TimeDate.
(d) As compensation to the Underwriters for their commitments 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 ( ) in immediately available funds, for the accounts of the several Und- erwriters, a commission per Capital Security to be delivered by the Trust hereunder at the Closing Time as set forth in Schedule B.
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
