Underwriting Agreement Standard Provisions. Anheuser-Xxxxx InBev Worldwide Inc. (the “Issuer”), incorporated under the laws of the State of Delaware, proposes to enter into or has entered into one or more Pricing Agreements, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell, to the several firms named in Schedule I to the applicable Pricing Agreement (such firm or firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) the principal amount of its debt securities identified in Schedule I to such Pricing Agreement (generally and, as the context may require, with respect to such Pricing Agreement, the “Securities”) to be issued pursuant to the provisions of an indenture identified in Schedule II of such Pricing Agreement (hereinafter called the “Indenture”), among the Issuer, Anheuser-Xxxxx InBev SA/NV (the “Parent Guarantor”), Anheuser-Xxxxx InBev Finance Inc., Anheuser-Xxxxx Companies, LLC, Brandbrew S.A., Cobrew NV, Brandbev S.à x.
Underwriting Agreement Standard Provisions. To the Representatives named from time to time in the applicable Pricing Agreement hereinafter described Ladies and Gentlemen: From time to time Equinor ASA, a public limited company incorporated under the laws of the Kingdom of Norway (“Equinor” or the “Company”) and Equinor Energy AS, a limited company incorporated under the laws of the Kingdom of Norway (the “Guarantor”), propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and the Company, subject to the terms and conditions stated herein and therein, proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”) which are to have endorsed thereon the Guarantees (as defined below), such Securities to be issued under the Indenture (as defined below). The Securities shall be fully and unconditionally guaranteed by the Guarantor as to the due and prompt payment of the principal of (and premium, if any) and interest (including additional amounts, if any, and sinking fund payments, if any) on the Securities when and as the same shall become due and payable (the “Guarantees” and each a “Guarantee”). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Agreement. The Securities may have varying designations, maturities, rates and times of payment of interest, selling prices and redemption and other terms.
Underwriting Agreement Standard Provisions. (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date;
(b) Pillsbury Winthrop LLP, counsel for the Company and ChevronTexaco, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A;
(c) The Underwriters or the Representatives, as the case may be, shall have received from counsel for the Underwriters such opinion or opinions, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require;
(d) ChevronTexaco shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of ChevronTexaco, signed by one or more officers of ChevronTexaco, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus and this Agreement and that:
(1) The representations and warranties of ChevronTexaco in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and ChevronTexaco has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;
(2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date; and
(3) Since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of ChevronTexaco and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of ChevronTexaco Corporation and its consolidated subsidiaries, except as set forth in or contemplated by the Prospectus or as described in the certificate.
(e) The Company shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of the Company, signed by one or more officers of the Company, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus and this Agreement and that:
(1) The representations of the Company in...
Underwriting Agreement Standard Provisions. If the Delayed Delivery Contracts are executed, valid and fully performed, the Designated Securities delivered pursuant to them shall be deducted from the Designated Securities to be purchased by the Underwriters and the aggregate principal amount of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Designated Securities set forth opposite each Underwriter's name in the Underwriting Agreement, except to the extent that the Underwriters or the Representatives, as the case may be, determine that such reduction shall be otherwise than in such proportion and so advise the Company and ChevronTexaco in writing; provided, however, that the total principal amount of securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in the appropriate schedule thereto, less the aggregate principal amount of Designated Securities to be delivered pursuant to the delayed delivery provisions.
Underwriting Agreement Standard Provisions. (f) The Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP a letter, dated the Closing Date, which letter shall be in form as may be agreed upon among such Underwriters or Representatives, ChevronTexaco and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives.
(g) Prior to the Closing Date, the Company and ChevronTexaco shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request.
(h) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of ChevronTexaco and its subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with ChevronTexaco, materially impairs the investment quality of the Designated Securities so as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities as contemplated by the Prospectus.
Underwriting Agreement Standard Provisions. If ChevronTexaco agrees, the Underwriters may solicit offers to purchase the Designated Securities pursuant to delayed delivery contracts ("Delayed Delivery Contracts") in a form agreed upon by ChevronTexaco. The Underwriters shall be paid their specified commission for Delayed Delivery Contracts upon the full performance of the Delayed Delivery Contracts. If the Delayed Delivery Contracts are invalid or are not fully performed, then the Underwriters shall not be entitled to any compensation for their efforts in securing such Delayed Delivery Contracts. If the Delayed Delivery Contracts are executed, valid and fully performed, the Designated Securities delivered pursuant to them shall be deducted from the Designated Securities to be purchased by the Underwriters and the aggregate principal amount of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Designated Securities set forth opposite each Underwriter's name in the Underwriting Agreement, except to the extent that the Underwriters or the Representatives, as the case may be, determine that such reduction shall be otherwise than in such proportion and so advise ChevronTexaco in writing; provided, however, that the total principal amount of securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in the appropriate schedule thereto, less the aggregate principal amount of Designated Securities to be delivered pursuant to the delayed delivery provisions.
Underwriting Agreement Standard Provisions. From time to time, Sumitomo Mitsui Financial Group, Inc., a joint stock company incorporated under the laws of Japan (“SMFG”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale and purchase of the senior or subordinated debt securities designated in such Underwriting Agreement (the “debt securities”) to the several Underwriters named therein (the “Underwriters”), for whom the specific Underwriters identified therein shall act as representative(s) (in such capacity, the “Representative(s)”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The debt securities will be issued under one or more indentures (as may be amended or supplemented from time to time, the “Indenture(s)”), as more particularly described in the Underwriting Agreement, between SMFG and the trustees named therein (the “Trustee(s)”).
Underwriting Agreement Standard Provisions. June 5, 2017
Underwriting Agreement Standard Provisions. From time to time, sanofi-aventis, a société anonyme organized under the laws of the Republic of France (R.C.S. Paris No. 395 030 844) (the “Company”), may enter into one or more underwriting agreements that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative(s) (the “Representative(s)”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as the “Agreement.” The Securities will be issued pursuant to an indenture to be dated as of March 29, 2011 (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
Underwriting Agreement Standard Provisions. To the Underwriters named in the applicable Pricing Agreement as hereinafter described Ladies and Gentlemen: From time to time, Nexen Inc., a corporation organized under the laws of Canada (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”). The term “Underwriters” also refers to a single firm acting as sole underwriter with respect to the Designated Securities specified in a Pricing Agreement. The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture identified in such Pricing Agreement (the “Indenture”, which term, as used herein, shall include any supplemental indenture or supplemental indentures referred to in the Pricing Agreement). When used herein, the term “Trustee” shall refer to the trustee in respect of the applicable Indenture.
