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 Company and the Guarantors agree to sell to each Underwriter, severally and not jointly, the Notes and Guarantees, as applicable, and each Underwriter, severally and not jointly, agrees to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.557% of the principal amount thereof plus accrued interest, if any, from September 12, 2012 to the Closing Time (as defined below). The Company and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Guarantors understand that the Underwriters propose to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriter. (c) Payment for and delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (Eastern Time) on the fifth 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 Company (such time and date of payment and delivery being herein called “Closing Time”). (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (Eastern time) on the business day prior to the Closing 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 Company and the Guarantors agree agrees to sell to each Underwriter, and each Underwriter severally and not jointly, the Notes and Guarantees, as applicable, and each Underwriter, severally and not jointly, jointly agrees to purchase from the Company Company, (i) at the respective principal amount price of Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.55799.527% of the principal amount thereof thereof, the principal amount of 2002 Notes set forth in Schedule A hereto opposite the name of such Underwriter in the column designated "Principal Amount of 2002 Notes", plus any additional principal amount of 2002 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and (ii) at the price of 98.885% of the principal amount thereof, the principal amount of 2006 Notes set forth in Schedule A hereto opposite the name of such Underwriter in the column designated "Principal Amount of 2006 Notes", plus any additional principal amount of 2006 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) The initial public offering price of the 2002 Notes shall be 99.977% of the principal amount thereof, plus accrued interest, if any, from September 12the date of issuance. The interest rate on the 2002 Notes shall be 8.5% per annum. The initial public offering price of the 2006 Notes shall be 99.510% of the principal amount thereof, 2012 plus accrued interest, if any, from the date of issuance. The interest rate on the 2006 Notes shall be 9.0% per annum. The Notes will be redeemable as a whole or in part at the option of the Company at any time, at a redemption price equal to the Closing Time greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date, computed by discounting such payments, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below). The Company and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company and the Guarantors understand that the Underwriters propose to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and ) plus 25 basis points plus, in each case, accrued interest on the Guarantors acknowledge and agree that principal amount thereof to the Underwriters may offer and sell Securities to or through any affiliate date of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriterredemption.
(c) Payment Delivery of certificates for and delivery the Notes against payment of the Securities purchase price for such Notes shall be made at the offices of SkaddenLeBoeuf, ArpsLamb, SlateXxxxxx & XxxXxx, Xxxxxxx & L.L.P., 000 Xxxx LLP00xx Xxxxxx, Four Times SquareXxx Xxxx, New York, New York, Xxx Xxxx 00000 or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 a.m. (Eastern TimeNew York City time) on the fifth third business day after execution of this Agreement (or, if pricing of the date hereof (unless postponed in accordance with Notes occurs after 4:30 p.m., New York City time, on the provisions of Section 10fourth full business day thereafter), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being referred to herein called “as the "Closing Time”").
(d) . Payment for the Securities Notes purchased by the Underwriters shall be made by wire transfer in of immediately available funds funds, payable to the account(s) specified by the Company to the Representatives Company, against delivery to the nominee respective accounts of The the Underwriters of the Notes to be purchased by them. Delivery of, and payment for, the Notes shall be made through the facilities of the Depository Trust Company, . Certificates for the account Notes, if any, shall be in such denominations and registered in such names as the Underwriters may request in writing at least two full business days before the Closing Time. Each Representative, individually and not as a representative of the Underwriters, of one or more global notes representing the Securities may (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale but shall not be obligated to) make payment of the Securities duly paid purchase price for the Notes, if any, to be purchased by any Underwriter whose funds have not been received by the CompanyClosing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global certificates for the Notes will be made available for inspection examination by the Representative not Underwriters no later than 1:00 p.m. 10:00 a.m. (Eastern New York City time) on the last business day prior to the Closing Time.
Appears in 1 contract
Samples: Underwriting Agreement (Conseco Inc)
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 Company and the Guarantors agree agrees to sell to each Underwriter, and each Underwriter severally and not jointly, the Notes and Guarantees, as applicable, and each Underwriter, severally and not jointly, jointly agrees to purchase from the Company Company, at the respective principal amount price of Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.55799.396% of the principal amount thereof thereof, the principal amount of Notes set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) The initial public offering price of the Notes shall be 99.946% of the principal amount thereof, plus accrued interest, if any, from September 12the date of issuance. The interest rate on the Notes shall be 8.75% per annum. The Notes will be redeemable as a whole or in part at the option of the Company at any time, 2012 at a redemption price equal to the Closing Time greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date, computed by discounting such payments, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below). The Company and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company and the Guarantors understand that the Underwriters propose to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and ) plus 25 basis points plus, in each case, accrued interest on the Guarantors acknowledge and agree that principal amount thereof to the Underwriters may offer and sell Securities to or through any affiliate date of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriterredemption.
(c) Payment Delivery of certificates for and delivery the Notes against payment of the Securities purchase price for such Notes shall be made at the offices of SkaddenLeBoeuf, ArpsLamb, SlateXxxxxx & XxxXxx, Xxxxxxx & L.L.P., 000 Xxxx LLP00xx Xxxxxx, Four Times SquareXxx Xxxx, New York, New York, Xxx Xxxx 00000 or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 a.m. (Eastern TimeNew York City time) on the fifth third business day after execution of this Agreement (or, if pricing of the date hereof (unless postponed in accordance with Notes occurs after 4:30 p.m., New York City time, on the provisions of Section 10fourth full business day thereafter), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being referred to herein called “as the "Closing Time”").
(d) . Payment for the Securities Notes purchased by the Underwriters shall be made by wire transfer in of immediately available funds funds, payable to the account(s) specified by the Company to the Representatives Company, against delivery to the nominee respective accounts of The the Underwriters of the Notes to be purchased by them. Delivery of, and payment for, the Notes shall be made through the facilities of the Depository Trust Company, . Certificates for the account Notes, if any, shall be in such denominations and registered in such names as the Underwriters may request in writing at least two full business days before the Closing Time. Each Representative, individually and not as a representative of the Underwriters, of one or more global notes representing the Securities may (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale but shall not be obligated to) make payment of the Securities duly paid purchase price for the Notes, if any, to be purchased by any Underwriter whose funds have not been received by the CompanyClosing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global certificates for the Notes will be made available for inspection examination by the Representative not Underwriters no later than 1:00 p.m. 10:00 a.m. (Eastern New York City time) on the last business day prior to the Closing Time.
Appears in 1 contract
Samples: Underwriting Agreement (Conseco Inc)
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 Company and the Guarantors agree agrees to sell to each Underwriter, and each Underwriter severally and not jointly, the Notes and Guarantees, as applicable, and each Underwriter, severally and not jointly, jointly agrees to purchase from the Company Company, at the respective price of 99.543% of the principal amount thereof, the principal amount of Securities set forth opposite such Underwriter’s name in Schedule A hereto at a opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) The initial public offering price equal to 98.557of the Securities shall be 99.893% of the principal amount thereof thereof, plus accrued interest, if any, from September 12the date of issuance. The interest rate on the Securities shall be 7 7/8% per annum. The Securities will be redeemable as a whole or in part at the option of the Company at any time, 2012 at a redemption price equal to the Closing Time greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date, computed by discounting such payments, in each case, to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below). The Company and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company and the Guarantors understand that the Underwriters propose to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and ) plus 25 basis points plus, in each case, accrued interest on the Guarantors acknowledge and agree that principal amount thereof to the Underwriters may offer and sell Securities to or through any affiliate date of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriterredemption.
(c) Payment Delivery of certificates for and delivery the Securities against payment of the purchase price for such Securities shall be made at the offices of SkaddenLeBoeuf, ArpsLamb, SlateXxxxxx & XxxXxx, Xxxxxxx & L.L.P., 000 Xxxx LLP00xx Xxxxxx, Four Times SquareXxx Xxxx, New York, New York, Xxx Xxxx 00000 or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 a.m. (Eastern TimeNew York City time) on the fifth third business day after execution of this Agreement (or, if pricing of the date hereof (unless postponed in accordance with Securities occurs after 4:30 p.m., New York City time, on the provisions of Section 10fourth full business day thereafter), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being referred to herein called “as the "Closing Time”").
(d) . Payment for the Securities purchased by the Underwriters shall be made by wire transfer in of immediately available funds funds, payable to the account(s) specified by the Company to the Representatives Company, against delivery to the nominee respective accounts of The the Underwriters of the Securities to be purchased by them. Delivery of, and payment for, the Securities shall be made through the facilities of the Depository Trust Company, . Certificates for the account Securities, if any, shall be in such denominations and registered in such names as the Underwriters may request in writing at least two full business days before the Closing Time. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of one or more global notes representing the purchase price for the Securities, if any, 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. The certificates for the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection examination by the Representative not Underwriters no later than 1:00 p.m. 10:00 a.m. (Eastern New York City time) on the last business day prior to the Closing Time.
Appears in 1 contract
Samples: Underwriting Agreement (Conseco Inc)
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 Company and the Guarantors agree to sell to each Underwriter, severally and not jointly, the Notes and Guarantees, as applicable, and each Underwriter, severally and not jointly, agrees to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.55799.118% of the principal amount thereof plus accrued interest, if any, from September 12April 6, 2012 2011 to the Closing Time (as defined below). The Company and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company and the Guarantors understand that the Underwriters propose to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriter.
(c) Payment for and delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (Eastern Time) on the fifth 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 Company (such time and date of payment and delivery being herein called “Closing Time”).
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. p.m., (Eastern time) on the business day prior to the Closing 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 Company and the Guarantors agree to sell to each Underwriter, severally and not jointly, the Notes and Guarantees, as applicable, and each Underwriter, severally and not jointly, agrees to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule A hereto at a price equal to 98.55798.416% of the principal amount thereof plus accrued interest, if any, from September 12December 8, 2012 2011 to the Closing Time (as defined below). The Company and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company and the Guarantors understand that the Underwriters propose to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriter.
(c) Payment for and delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx Meagher & Xxxx LLPXLP, Four Xxxr Times Square, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (Eastern Time) on the fifth 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 Company (such time and date of payment and delivery being herein called “Closing Time”).
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (Eastern time) on the business day prior to the Closing 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 Company and the Guarantors agree agrees to sell to each Underwriter, severally and not jointly, the Notes and Guarantees, as applicable, and each Underwriter, severally and not jointly, agrees to purchase from the Company Company, (i) the respective aggregate principal amount of Securities 2014 Notes set forth opposite such Underwriter’s name in their names on Schedule A hereto at a purchase price equal to 98.557of at 99.552% of the principal amount thereof plus accrued interestthereof, if any(ii) the aggregate principal amount of 2016 Notes set forth opposite their names on Schedule A at a purchase price of at 99.001% of the principal amount thereof, from September 12(iii) the aggregate principal amount of 2021 Notes set forth opposite their names on Schedule A at a purchase price of at 98.829% of the principal amount thereof, 2012 and (iv) the aggregate principal amount of 2041 Notes set forth opposite their names in Schedule A at the purchase price of 98.070% of the principal amount thereof, plus, in each case, any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Closing Time (as defined below). The Company and the Guarantors will not be obligated to deliver any provisions of the Securities except upon payment for all the Securities to be purchased as provided hereinSection 10 hereof.
(b) The Company and the Guarantors understand that the Underwriters propose to make a public offering Payment of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisablepurchase price for, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it or through any Underwriter.
(c) Payment for and delivery of certificates for, the Securities shall be made at the offices office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times SquareXxxx Xxxxx Xxxxxx, New YorkXxx Xxxx, New York, Xxx Xxxx 00000 or at such other place as shall be agreed upon by the Representatives you and the Company, at 9:00 a.m. (Eastern Time) 7:00 a.m., California time, on the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10)January 24, 2011, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”).
(d) . Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to such denominations and registered in such names as the Representatives against delivery to may request in writing at least one business day before Closing Time. It is understood that each Underwriter has authorized the nominee of The Depository Trust CompanyRepresentatives, for its account, to accept delivery of, receipt for, and make payment of the account purchase price for, the Securities which such Underwriter has agreed to purchase. UBS Securities LLC, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of one or more global notes representing the purchase price for the Securities (collectivelyto be purchased by any Underwriter whose check has not been received by Closing Time, the “Global Notes”), with any transfer taxes payable in connection with the sale of but such payment shall not release such Underwriter from its obligations hereunder. The certificates for the Securities duly paid by the Company. The Global Notes will be made available for inspection examination and packaging by the Representative Representatives not later than 1:00 p.m. (Eastern time) 10:00 a.m. on the last business day prior to the Closing TimeTime in New York, New York.
Appears in 1 contract
Samples: Underwriting Agreement (Hcp, Inc.)
