Underwriters' Counsel Sample Clauses

Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Regulations.
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Underwriters' Counsel. The Company and the Underwriters acknowledge that Xxxxx Xxxxxxxxxx LLP (a) is acting as counsel to the Underwriters in connection with this Agreement and the transactions contemplated hereby and (b) has acted, and may continue to act, as counsel to the Company’s parent company, Xcel Energy Inc., and certain of its subsidiaries in connection with certain regulatory matters, and the Company and the Underwriters consent to such representation. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, PUBLIC SERVICE COMPANY OF COLORADO By [title] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE] By For itself or themselves and as Representatives of the several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated Registration Statement No. 333- Representatives and Addresses: Bonds: Designation: Principal Amount: $ Supplemental Indenture dated as of Date of Maturity: Interest Rate: % per annum, payable and of each year, commencing Purchase Price: % of the principal amount thereof, plus accrued interest from to the date of payment and delivery. Public Offering Price: % of the principal amount thereof, plus accrued interest from to the date of payment and delivery. Redemption Provisions: Closing Date and Location: Office for Delivery of Bonds: Office for Payment of Bonds: Office for Checking of Bonds: SCHEDULE II Name Amount Total $ SCHEDULE III PRICING INFORMATION (To Prospectus Supplement dated ) PUBLIC SERVICE COMPANY OF COLORADO $ , % First Mortgage Bonds, Series No. due Issuer: Public Service Company of Colorado Size: $ Maturity: , 20 Coupon: % Price: % of face amount Interest Payment Dates: and , commencing Redemption Provisions: [First call date: ] Redemption prices: Settlement: T | ; , 200 [CUSIP: ] [Ratings ] [Other Underwriters] Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer h...
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Underwriters' Counsel. 27 SCHEDULE 1.....................................................................................................S1-1 SCHEDULE 2.....................................................................................................S2-1 ANNEX A.........................................................................................................A-1 ANNEX B.........................................................................................................B-1 ANNEX C.........................................................................................................C-1 ANNEX D.........................................................................................................D-1 ANNEX E.........................................................................................................E-1 SIERRA PACIFIC RESOURCES 6,000,000 PREMIUM INCOME EQUITY SECURITIESSM ("PIESSM") CONSISTING OF 6,000,000 CORPORATE PIES UNDERWRITING AGREEMENT November 12, 2001 XXXXXX BROTHERS INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX SACHS & CO. FIRST UNION SECURITIES, INC. c/x Xxxxxx Brothers Inc. 000 Xxxxxx Xxxxxx Jersey City, N.J. 07302 Ladies and Gentlemen: Sierra Pacific Resources, a Nevada corporation (the "COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell 6,000,000 of its Corporate PIES (the "FIRM CORPORATE PIES") to Xxxxxx Brothers Inc. and the other underwriters named in Schedule 1 hereto (the "UNDERWRITERS"). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 900,000 Corporate PIES on the terms and for the purposes set forth in Section 2 (the "OPTION CORPORATE PIES" and, together with the Firm Corporate PIES, the "CORPORATE PIES"). This is to confirm the agreement between the Company and the Underwriters concerning the offer, issue and sale of the Corporate PIES. Each Corporate PIES will consist of (a) a stock purchase contract (a "PURCHASE CONTRACT") to be issued by the Company pursuant to a Purchase Contract Agreement (the "PURCHASE CONTRACT AGREEMENT") to be entered into between the Company and The Bank of New York, as Purchase Contract Agent (the "PURCHASE CONTRACT AGENT"), under which (i) the holder will agree to purchase from the Company, and the Company will agree to sell to the holder, on November 15, 2005, for $50, a number of shares of its common stock, par value $1.00 per share (the "COMMON STOCK"), equal to the settlement rate then in e...
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Underwriters' Counsel. The Company and the Underwriters acknowledge that Xxxxxx Xxxx & Priest LLP (a) has acted or will act as counsel to the Underwriters in connection with this Agreement and the transactions contemplated hereby and (b) has acted, and will continue to act, as counsel to Sierra Pacific Resources and Sierra Pacific Power Company in connection with federal income tax matters and certain special projects, and each of the Company and the Underwriters consents to such dual representation. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, SIERRA PACIFIC RESOURCES By /s/Xxxx X. Xxxxxx --------------------------------- Title: Senior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXX XXXXX BARNEY INC. By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By X.X. Xxxxxxxxx ---------------------------- Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. SCHEDULE A Principal Amount Name of Underwriter of Securities ------------------- ------------- Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $165,000,000 Credit Suisse First Boston Corporation $67,500,000 Xxxxxxx Xxxxx Barney Inc. $67,500,000 Total.................................................. $300,000,000 SCHEDULE B SIERRA PACIFIC RESOURCES $300,000,000 Notes due 2005
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Underwriters' Counsel. The Company and the Underwriters acknowledge that Thelen Reid & Priest LLP (a) has acted or will act as counsel to the Uxxxxxxxxxxx in connection with this agreement and the transactions contemplated hereby and (b) has acted, and will continue to act, as counsel to Sierra Pacific Resources and its utility subsidiaries in connection with certain federal income tax matters, and each of the Company and the Underwriters consents to such dual representation. E-27 If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, SIERRA PACIFIC RESOURCES By: ------------------------------------ Name: Title: Accepted: LEHMAN BROTHERS INC. MERRILL LYNCH PIERCE FENNER & SMITH IXXXXXXRATED GOLDMAN SXXXX & XX. XXXXX XXXOX XXXXRITXXX, INC. By LEHMAN BROTHERS IXX. Xy: ------------------------------------------ AUTHORIZED REPRESENTATIVE
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Underwriters' Counsel. The Company and the Selling Stockholders will furnish you with such number of conformed copies of such opinions, certificates, letters and documents as you shall reasonably request.
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Underwriters' Counsel. The Company and the Underwriters acknowledge that Xxxxxx Xxxx & Priest LLP (a) is acting as counsel to the Underwriters in connection with this Agreement and the transactions contemplated hereby and (b) has acted, and will continue to act, as counsel to certain subsidiaries of the Company in connection with certain federal income tax matters, and the Company and the Underwriters consent to such dual representation. ______________________ If the foregoing is in accordance with the Representative's understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse First Boston Corporation By /s/ XXX X. XXXXXXX Name: Xxx X. Xxxxxxx Title: Managing Director Acting on behalf of itself and as the Representative of the several Underwriters. Very truly yours, Pepco Holdings, Inc. By /s/ X. X. XXXXXXXX Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer SCHEDULE A Underwriter Principal Amount of Offered Securities Credit Suisse First Boston Corporation $210,000,000 Banc of America Securities LLC 30,000,000 Lazard Frères & Co. LLC 30,000,000 Scotia Capital (USA) Inc. . 30,000,000 Total $300,000,000 SCHEDULE B List of Designated Subsidiaries Potomac Electric Power Company Conectiv Atlantic City Electric Company Delmarva Power & Light Company Conectiv Energy Holding Company Pepco Energy Services, Inc. Potomac Capital Investment Corporation Pepco Communications, Inc. Conectiv Delmarva Generation, Inc.
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Underwriters' Counsel. All corporate proceedings and other legal --------------------- matters in connection with this Agreement, the form of Registration Statement and the Prospectus, and the registration, authorization, issue, sale and delivery of the Shares shall have been reasonably satisfactory to Underwriters' Counsel, and such counsel shall be furnished with such papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this subsection.
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Related to Underwriters' Counsel

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Underwriters The copies of the Registration Statement and each amendment thereto furnished to the U.S. Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

  • Underwriter’s Cutback In connection with any registration of shares, including any Underwritten Shelf Takedown, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration or Underwritten Shelf Takedown by excluding any or all Registrable Securities from such registration or Underwritten Shelf Takedown. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration or Underwritten Shelf Takedown, the Company shall advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration or Underwritten Shelf Takedown shall be allocated in the following manner: shares, other than Registrable Securities, requested to be included in such registration or Underwritten Shelf Takedown by other shareholders shall be excluded unless the Company, with the consent of the parties required to approve any amendment or waiver of this Agreement pursuant to Section 6.2, has granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if a limitation on the number of shares is still required, the number of Registrable Securities, Parity Shares and other shares of Common Stock that may be included in such registration or Underwritten Shelf Takedown shall be allocated, as nearly as practicable, as follows:

  • Underwriter No action taken pursuant to this Section shall relieve any defaulting U.S. Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the U.S. Underwriters to purchase and the Company to sell the relevant U.S. Option Securities, as the case may be, either the U.S. Representatives or the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "U.S. Underwriter" includes any person substituted for a U.S. Underwriter under this Section 10.

  • Underwriter Expenses Except to the extent otherwise provided in this Section 6 or Section 8 hereof, the Underwriter will pay all of its own costs and expenses, including the fees and expenses of their counsel, any stock transfer taxes on resale of any of the Securities held by them, and any advertising expenses connected with any offers they may make.

  • Selection of Underwriters and Counsel The underwriters and legal counsel to be retained in connection with any Public Offering will be selected by the Board or, in the case of an offering following a request therefor under Section 7.1.1, the Initiating Investors.

  • Underwritten Shelf Takedown At any time and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission, the Holders may request to sell all or any portion of the Registrable Securities in an underwritten offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten (10) days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any Holder (each a “Takedown Requesting Holder”) at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Holder (including those set forth herein). All such Holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown under this subsection 2.3.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Takedown Requesting Holders initiating the Underwritten Shelf Takedown.

  • Underwriters’ Warrants The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one (1) year after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

  • Underwriter’s Warrant The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to seven percent (7%) of the Ordinary Shares sold on such Closing Date (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the date that the Commission (as defined herein) declared the Registration Statement (as defined herein) effective (the “Effective Date”) at an initial exercise price equal to 110% of the Per Share Price (as defined below) of the Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

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