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 agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B hereto, the aggregate 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 9 hereof. (b) Pursuant to Rule 15c6-1(d) under the 1934 Act, settlement of this offering will be six (6) business days following the execution of this Agreement (the "Settlement Date"). Payment of the purchase price for, and delivery of certificates for, the Notes shall be made at the office of the Company, 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx, or at such other place as shall be agreed upon by the Representatives and the Company, at 6:00 A.M. (Las Vegas time) on the Closing Date (unless postponed in accordance with the provisions of Section 9) (such time and date of payment and delivery being herein called "Closing Time"). (c) Payment shall be made to the Company by wire transfer to an account or sub-account designated by the Company prior to the Closing Time, against delivery to the Representatives for the respective accounts of the Underwriters of the Notes to be purchased by them. Global certificates representing the Notes shall be delivered to The Depository Trust Company ("DTC"). Interests in the Underwriters' Notes will be represented by book entries on the records of DTC as the Representatives may request not less than two full business days in advance of the Closing Date. The Company agrees to have the global certificates, if any, available for inspection by the Representatives in New York, New York, not later than 1:00 p.m. on the business day prior to the Closing Date.
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Samples: Underwriting Agreement (MGM Mirage), Underwriting Agreement (MGM Mirage)
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 agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at 98.533% of the price set forth in Schedule B heretoprincipal amount thereof plus accrued interest, if any, from February 6, 1998 (the "Purchase Price"), the aggregate principal amount of Notes Securities set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional principal amount of Notes Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 10 hereof. The underwriters propose to offer the Securities from time to time for sale in one or more negotiated transactions, or otherwise, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated prices. Such transactions may be effected to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the underwriters and/or the purchasers of the Securities for whom they may act as agents.
(b) Pursuant to Rule 15c6-1(d) under the 1934 Act, settlement of this offering will be six (6) business days following the execution of this Agreement (the "Settlement Date"). Payment of the purchase price Purchase Price for, and delivery of certificates for, the Notes Securities shall be made at the office of the CompanyXxxxxx, 0000 Xxx Xxxx & Xxxxxxxx, 000 Xxxxx Xxxxxxxxx XxxxxXxxxx Xxxxxx, Xxx XxxxxXxxxxxx, XxxxxxXxxxxxxxxx, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 6:00 10:00 A.M. (Las Vegas timeNew York Time) on the Closing Date February 6, 1998 (unless postponed in accordance with the provisions of Section 9) 10), or such other time not later than five business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called "Closing Time").
(c) . Payment shall be made to the Company by wire transfer to an account or sub-account designated by the Company prior of same day funds payable to the Closing Timeorder of the Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of the Notes Securities to be purchased by them. Global One or more global certificates representing the Notes Securities shall be delivered to The Depository Trust Company ("DTC"). Interests in the Underwriters' Notes Securities will be represented by book entries on the records of DTC as the Representatives Representative may request not less than two full business days in advance of the Closing Date. The Company agrees to have the global certificatescertificate(s), if any, available for inspection by the Representatives Representative in New York, New York, not later than 1:00 p.m. on the business day prior to the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (MGM Grand 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 agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B heretothe Pricing Agreement, the aggregate principal amount of Notes Securities set forth in Schedule A hereto opposite the name of such UnderwriterUnderwriter (except as otherwise provided in the Pricing Agreement), plus any additional principal amount of Notes Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 10 hereof. The initial public offering price of the Securities shall be a fixed price to be determined by agreement between the Representative and the Company. The interest rate on the Securities likewise shall be determined by agreement between the Company and the Representative. The initial public offering price, the interest rate and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices and interest rate have not been agreed upon and the Pricing Agreement has not been executed and delivered by the parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Representative.
(b) Pursuant to Rule 15c6-1(d) under the 1934 Act, settlement of this offering will be six (6) business days following the execution of this Agreement (the "Settlement Date"). Payment of the purchase price for, and delivery of certificates for, the Notes Securities shall be made at the office of the CompanyXxxxxx, 0000 Xxx Xxxx & Xxxxxxxx, 000 Xxxxx Xxxxxxxxx XxxxxXxxxx Xxxxxx, Xxx XxxxxXxxxxxx, XxxxxxXxxxxxxxxx, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 6:00 10:00 A.M. (Las Vegas time) on the Closing Date third business day (unless postponed in accordance with the provisions of Section 910) following the execution of the Pricing Agreement, or such other time not later than five business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called "Closing Time").
(c) . Payment shall be made to the Company by wire transfer to an account certified or sub-account designated by the Company prior official bank check or checks drawn in Los Angeles Clearing House (same day) funds payable to the Closing Timeorder of the Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of the Notes Securities to be purchased by them. Global One or more global certificates representing the Notes Securities shall be delivered to The Depository Trust Company ("DTC"). Interests in the Underwriters' Notes Securities will be represented by book entries on the records of DTC as the Representatives Representative may request not less than two full business days in advance of the Closing Date. The Company agrees to have the global certificatescertificate(s), if any, available for inspection by the Representatives in New York, New York, not later than 1:00 p.m. on the business day prior to the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (MGM Grand 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 agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B hereto, the aggregate 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 9 10 hereof.
(b) Pursuant to Rule 15c6-1(d) under the 1934 Act, settlement of this offering will be six (6) business days following the execution of this Agreement (the "Settlement Date"). Payment of the purchase price for, and delivery of certificates for, the Notes shall be made at the office of the Company, 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx, or at such other place as shall be agreed upon by the Representatives and the Company, at 6:00 A.M. (Las Vegas time) on the Closing Date (unless postponed in accordance with the provisions of Section 910) (such time and date of payment and delivery being herein called "Closing Time").
(c) Payment shall be made to the Company by wire transfer to an account or sub-account designated by the Company prior to the Closing Time, against delivery to the Representatives for the respective accounts of the Underwriters of the Notes to be purchased by them. Global certificates representing the Notes shall be delivered to The Depository Trust Company ("DTC"). Interests in the Underwriters' Notes will be represented by book entries on the records of DTC as the Representatives may request not less than two full business days in advance of the Closing Date. The Company agrees to have the global certificates, if any, available for inspection by the Representatives in New York, New York, not later than 1:00 p.m. on the business day prior to the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (MGM Grand Inc)
Sale and Delivery to Underwriters. Closing. ------------------------------------------
(a) On the basis of the representations and warranties herein contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyTrust, at the purchase price of $25 per Preferred Security, the number of Preferred Securities set forth in Schedule B hereto, the aggregate principal amount of Notes set forth in Schedule A hereto II opposite the name of such that Underwriter, plus any additional principal amount number of Notes Preferred Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereofof this Agreement, subject, in each case, to such adjustments among the Underwriters as they in their sole discretion shall make to eliminate any sales or purchases of fractional securities. On the Closing Date, the Trust shall deliver 2,000,000 Preferred Securities to the Underwriters and in consideration for such Preferred Securities, the Underwriters agree to pay on the Closing Date to the Trust $_________ by wire transfer of immediately available funds which represent the payment for the Preferred Securities purchased less the Underwriting Commissions.
(b) Pursuant to Rule 15c6-1(d) under the 1934 Act, settlement of this offering will be six (6) business days following the execution of this Agreement (the "Settlement Date"). Payment of the purchase price for, and delivery of certificates for, for the Notes Preferred Securities shall be made at the office offices of the CompanyElias, 0000 Xxx Xxxxx Xxxxxxxxx XxxxxMatz, Xxx XxxxxTiernan & Herrick, XxxxxxLLP, Washington, D.C., or at such other place as shall shalx be agreed xxxxxx upon by the Representatives Underwriters and the CompanyOfferors, at 6:00 A.M. 8:30 a.m., (Las Vegas Central time) on the Closing Date third business day (or, if pricing occurs after 4:30 p.m. (Eastern time) on any given day, the fourth business day) after the date of this Agreement (unless postponed in accordance with the provisions of Section 99 of this Agreement), or such other time not later than seven (7) business days after such date as shall be agreed upon by the Underwriters and the Offerors (such time and date of payment and delivery being herein in this Agreement called the "Closing TimeDate").
(c) . Payment shall be made to the Company Trust by wire transfer of immediately available funds, to an account or sub-account the order of the Trust, to a bank designated by the Company prior to the Closing TimeCompany, against delivery to the Representatives Underwriters of certificates for the respective accounts of the Underwriters of the Notes Preferred Securities to be purchased by them. Global certificates representing It is understood that each Underwriter has authorized Legg Mason, for its account, to accept delivery of, receipt for, and makx xxyxxxx of the Notes Purchase Price for, the Preferred Securities which it has agreed to purchase. Legg Mason, individually and not as representative of the Underwriters, xxx (xxx xhall not be obligated to) make payment of the purchase price for the Preferred Securities to be purchased by any Underwriter whose funds have not been received on the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c) The global security to be delivered to deposited by the Offerors with The Depository Trust Company ("DTC"). Interests ) will be available for examination by the Underwriters, and the list of purchasers of the Preferred Securities who will be recorded in the Underwriters' Notes DTC book entry system will be represented by book entries on the records of DTC as the Representatives may request not less than two full business days in advance of the Closing Date. The Company agrees to have the global certificates, if any, available for inspection examination in Washington, D.C. by the Representatives in New York, New York, not later than 1:00 p.m. on Underwriters and the Company at least one (1) business day prior to before the Closing Date.
Appears in 1 contract