Time, Date and Place of Closing, Default of Underwriter Sample Clauses
The 'Time, Date and Place of Closing, Default of Underwriter' clause establishes when, where, and under what circumstances the finalization of a transaction—typically a securities offering—will occur, and addresses what happens if the underwriter fails to fulfill their obligations. It specifies the exact timing and location for the closing, ensuring all parties are aware of when and where to complete the transaction, and outlines procedures or remedies if the underwriter defaults, such as the right to terminate or seek damages. This clause is essential for providing certainty and structure to the closing process, while also protecting the parties against the risk of non-performance by the underwriter.
Time, Date and Place of Closing, Default of Underwriter. Delivery of the Shares and payment therefor by wire transfer in federal funds shall be made at A.M., New York City time, on the settlement date set forth on Schedule I, at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time, date or place as may be agreed upon in writing by FPL Group [(2), FPL Group Capital] and the Representatives. The time and date of such delivery and payment are herein called the “Closing Date.” The Shares shall be delivered to the Representatives for the respective accounts of the Underwriters against payment by the several Underwriters through the Representatives of the purchase price therefor. Delivery of the Shares shall be made through the facilities of DTC unless the Representatives [(1)and FPL Group] [(2), FPL Group and FPL Group Capital] shall otherwise agree. For the purpose of expediting the checking of the Shares by the Representatives on behalf of the Underwriters, [(1)FPL Group] [(2)FPL Group Capital] agrees to make such Shares available to the Representatives for such purpose at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, not later than 2:00 P.M., New York City time, on the business day preceding the Closing Date, or at such other time, date or place as may be agreed upon by [(1)FPL Group] [(2) FPL Group Capital] and the Representatives. If any Underwriter shall fail to purchase and pay for the number of the Shares which such Underwriter has agreed to purchase and pay for hereunder (otherwise than by reason of any failure on the part of FPL Group [(2)or FPL Group Capital] to comply with any of the provisions contained herein), the non-defaulting Underwriters shall be obligated to purchase and pay for (in addition to the respective number of the Shares set forth opposite their respective names in Schedule II hereto) the number of the Shares which such defaulting Underwriter or Underwriters failed to purchase and pay for, up to a number thereof equal to, in the case of each such remaining Underwriter, ten percent (10%) of the aggregate number of the Shares set forth opposite the name of such remaining Underwriter in said Schedule II, and such remaining Underwriters shall have the right, within 24 hours of receipt of such notice, either to (i) purchase and pay for (in such proportion as may be agreed upon among them) the remaining number of the Shares which the defaulting Underwriter or Underwriters agreed but failed to purcha...
Time, Date and Place of Closing, Default of Underwriter. Delivery of the Preferred Trust Securities and payment therefor by wire transfer in federal funds shall be made at A.M., New York City time, on the settlement date set forth on Schedule I, at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time, date or place as may be agreed upon in writing by FPL Group, the Trust and the Representatives. The Trust hereby directs the Underwriters to make such payment for the Preferred Trust Securities to FPL Group Capital on behalf of the Trust. The time and date of such delivery and payment are herein called the “Closing Date.” The Preferred Trust Securities shall be delivered to the Representatives for the respective accounts of the Underwriters against payment by the several Underwriters through the Representatives of the purchase price therefor. Delivery of the Preferred Trust Securities shall be made through the facilities of DTC unless FPL Group, the Trust and the Representatives shall otherwise agree. For the purpose of expediting the checking of the Preferred Trust Securities by the Representatives on behalf of the Underwriters, the Trust agrees to make such Preferred Trust Securities available to the Representatives for such purpose at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, not later than 2:00 P.M., New York City time, on the business day preceding the Closing Date, or at such other time, date or place as may be agreed upon by FPL Group, the Trust and the Representatives. In view of the fact that the proceeds of the sale of the Preferred Trust Securities will be used by the Trust to purchase FPL Group [(1)Capital] Junior Subordinated Debentures, FPL Group [(1)and FPL Group Capital] agree[(2)s] to make the Subordinated Debentures available to the Representatives for the purposes and at the place and time determined in accordance with the immediately preceding sentence. If any Underwriter shall fail to purchase and pay for the number of the Preferred Trust Securities which such Underwriter has agreed to purchase and pay for hereunder (otherwise than by reason of any failure on the part of the Offerors to comply with any of the provisions contained herein), the non-defaulting Underwriters shall be obligated to purchase and pay for (in addition to the respective number of the Preferred Trust Securities set forth opposite their respective names in Schedule II hereto) the number of the Preferred Trust Securities whic...