Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 97.750% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 7, 2011 (the “Closing Date”) at the New York offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchaser); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by the Initial Purchaser in accordance with its terms, “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchaser of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.
Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, $31,000,000 aggregate principal amount of Notes for a purchase price of $30,860,778.75 which is equal to the excess of (x) the sum of (1) 98.751% of the aggregate principal amount thereof and (2) interest accrued thereon since August 1, 2005 over (y) the aggregate amount of fees and commissions to the Initial Purchaser (the "Net Proceeds"). Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the "Closing") to be held at 10:00 a.m., New York time, on December 16, 2005 (the "Closing Date") at the London offices of Dechert LLP. The Closing Date and time and location of the Closing may be varied by agreement between the Initial Purchaser and the Company. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request upon at least two business days prior to the Closing, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the London offices of Dechert LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than the close of business one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co.
Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 97.25% of the aggregate principal amount thereof.
Purchase, Sale and Delivery of the Firm Stock and the Additional Stock. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, all of the shares of Firm Stock. The purchase price per share of Firm Stock to be paid by the Underwriter shall be $____. The initial public offering price per share of Firm Stock shall be $____. Payment for the Firm Stock by the Underwriter shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company at the offices of Barington Capital Group, L.P., 888 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place in the New York City Metropolitan Area as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Firm Stock to you for the account of the Underwriter. Such delivery and payment shall be made at 10:00 A.M., New York City Time, on the third business day following the commencement of the initial public offering, as defined in Section 11(a), or at such other time as shall be agreed upon between you and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Certificates for the Firm Stock shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. In addition, the Company hereby grants to the Underwriter the option to purchase all or a portion of the Additional Stock Payment for the Additional Stock by the Underwriter shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company at the offices of Barington Capital Group, L.P., 888 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place in the New York City Metropolitan Area as you shall determine and advise the Company by at least two full days' notice in writing, upon delivery of the Additional Stock to you for the account of the Underwriter. Certificates for the Additional Stock shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to ...
Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the aggregate principal amount of Initial Notes. The purchase price for the Initial Notes will be $970.0 per $1,000 principal amount Initial Note.
Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Issuers, the Units at a purchase price of 96.144% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Units shall be made at a Closing (the "Closing") to be held at 10:00 a.m., New York time, on August 1, 2003 (the "Closing Date") at the New York offices of Mayer, Brown, Xxxx & Maw LLP. The Issuers shall deliver to the Initial Purchaser one or more certificates representing the Units and underlying Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Issuers shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Units in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Mayer, Brown, Xxxx & Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Units to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, on behalf of the Issuers, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co.
Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, the principal amounts of Initial Notes set forth opposite the name of such Initial Purchaser on Schedule I. The purchase price for the Initial Notes will be $962.50 per $1,000 principal amount Initial Note.
Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, that amount of Units set forth opposite its name on Schedule I hereto. The aggregate purchase price for the Units will be $145,500,000.
Purchase, Sale and Delivery of the Securities and the Warrant Securities.
Purchase, Sale and Delivery of the Securities and the Underwriters' Warrants.
