Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Underwriting Agreement, with the exception of the matters relating to termination contemplated by Section 14 or as otherwise specified herein, may be taken by the Lead Underwriter, on behalf of the Underwriters, and the execution of this Underwriting Agreement by the Company shall constitute the Company’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Unit Shares, the Warrants and the Compensation Options to, or to the order of, the Lead Underwriter.
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Trust, the Guarantor and the several Underwriters. Very truly yours, FIFTH THIRD CAPITAL TRUST VI By: FIFTH THIRD BANCORP, as Sponsor By: /S/ XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Treasurer FIFTH THIRD BANCORP By: /S/ XXXXXXXXXXX X. XXXXXXXX Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President FITB CAPITAL TRUST VI – UNDERWRITING AGREEMENT Accepted as of the date hereof: UBS SECURITIES LLC By /S/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: Executive Director Debt Capital Markets By /S/ XXXX XXXXXXX Name: Executive Director Title: UBS Investment Bank XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By /S/ XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director On behalf of each of the Underwriters FITB CAPITAL TRUST VI – UNDERWRITING AGREEMENT SCHEDULE I Underwriters Number of Firm Trust Preferred Securities to be Purchased Number of Optional Trust Preferred Securities to be Purchased if Maximum Option Exercised Citigroup Global Markets Inc. 5,025,000 753,750 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 5,025,000 753,750 UBS Securities LLC 5,025,000 753,750 Fifth Third Securities, Inc. 1,500,000 225,000 Xxxxxx Xxxxxxx & Co. Incorporated 5,025,000 753,750 Wachovia Capital Markets, LLC 5,025,000 753,750 Banc of America Securities LLC 300,000 45,000 Bear, Xxxxxxx & Co. Inc. 300,000 45,000 Credit Suisse Securities (USA) LLC 300,000 45,000 Xxxxxx X. Xxxxx & Co. Incorporated 125,000 18,750 H&R Block Financial Advisors, Inc. 125,000 18,750 Fidelity Capital Markets, a division of National Financial Services LLC 125,000 18,750 J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 125,000 18,750 Xxxxxx Xxxxxxxxxx Xxxxx LLC 125,000 18,750 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 125,000 18,750 Xxxxxxxxxxx & Co. Inc. 125,000 18,750 RBC Xxxx Xxxxx...
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. 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 between First Union and the Underwriters. Very truly yours, FIRST UNION CORPORATION _______________________________________ NAME: TITLE: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ___________________________________ NAME: TITLE: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series ], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A]Preferred Stock [, Series ], no-par value] AMOUNT OF SECURITIES: PRICE TO PUBLIC: $ per Security [, plus accrued dividends, if any, from , ] PURCHASE PRICE BY UNDERWRITERS: $ per Security [, plus accrued dividends, if any, from , ] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ____________, , between First Union and , as Depositary] MATURITY: [ , ] DIVIDEND RATE: [ % per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [ , , and of each year, commencing , ] REGULAR RECORD DATES: [ , , and of each year, commencing , ] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: , at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [i...
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by Wachovia Capital Markets, LLC will be binding upon all the Underwriters. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Trust, the Guarantor and the several Underwriters. Very truly yours, WACHOVIA CAPITAL TRUST X By: WACHOVIA CORPORATION, as Depositor By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President WACHOVIA CORPORATION By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President Accepted as of the date hereof: WACHOVIA CAPITAL MARKETS, LLC By: WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Managing Director SCHEDULE I Underwriters Number of Firm Securities to be Purchased Maximum Number of Optional Securities to be Purchased Wachovia Capital Markets, LLC 4,350,000 652,500 Citigroup Global Markets Inc. 4,350,000 652,500 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4,350,000 652,500 Xxxxxx Xxxxxxx & Co. Incorporated 4,350,000 652,500 UBS Securities LLC 4,350,000 652,500 Banc of America Securities LLC 225,000 33,750 Barclays Capital Inc. 225,000 33,750 Deutsche Bank Securities Inc. 225,000 33,750 Fifth Third Securities, Inc. 225,000 33,750 Greenwich Capital Markets, Inc. 225,000 33,750 ING Financial Markets LLC 225,000 33,750 KeyBanc Capital Markets, a division of McDonald Investments Inc. 225,000 33,750 Xxxxxx Brothers Inc. 225,000 33,750 NatCity Investments, Inc. 225,000 33,750 Popular Securities, Inc. 225,000 33,750 RBC Xxxx Xxxxxxxx Inc. 225,000 33,750 Xxxxx Fargo Securities, LLC 225,000 33,750 BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, Inc. 150,000 22,500 BNP Paribas Securities Corp. 150,000 22,500 Bear, Xxxxxxx & Co. Inc. 150,000 22,500 Xxxxxxx Xxxxxx & Co., Inc. 150,000 22,500 Countrywide Securities Corporation 150,000 22,500 Credit Suisse Securities (USA) LLC 150,000 22,500 Xxxxxx, Xxxxx Xxxxx, Incorporated 150,000 22,500 Fidelity Capital Markets Services, a division of National Financial Services LLC 150,000 22,500 Xxxxxxx, Sachs & Co. 150,000 22,500 H&R Block Financial Advisors, Inc. 150,000 22,500 HSBC Securities (USA) Inc. 150,000 22,500 X.X. Xxxxxxx & Co. 150,000 22,500 J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 150,000 22,500 X.X. Xxxxxx Securities Inc. 150,000 22,500 Xxxxxx Xxxxxxxxxx Xxxxx LLC 150,00...
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by Wachovia Capital Markets, LLC or Gxxxxxx, Sachs & Co. will be binding upon all the Underwriters. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Trust, the Guarantor and the several Underwriters. Very truly yours, WACHOVIA CAPITAL TRUST III By: WACHOVIA CORPORATION, as Depositor By: /s/ Txxxxx X. Xxxxx Name: Title: WACHOVIA CORPORATION By: /s/ Txxxxx X. Xxxxx Name: Title: Accepted as of the date hereof: WACHOVIA CAPITAL MARKETS, LLC GXXXXXX, SXXXX & CO. By: WACHOVIA CAPITAL MARKETS, LLC By: /s/ Axx Xxxxxxxxxx Name: Title: By: GXXXXXX, SXXXX & CO. /s/ Gxxxxxx, Sachs & Co. (Gxxxxxx, Sxxxx & Co.) SCHEDULE I Number of Normal WITS to be Underwriters Purchased Wachovia Capital Markets, LLC 1,728,000 Gxxxxxx, Sachs & Co. 760,000 Loop Capital Markets, LLC 6,000 Sxxxxx X. Xxxxxxx & Company, Inc. 6,000 Total 2,500,000 SCHEDULE II Title of Securities: 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities (liquidation amount $1,000 per security) of Wachovia Capital Trust III, fully and unconditionally guaranteed by Wachovia Corporation Number of Securities: 2,500,000 Initial Public Offering Price: $1,000 per Normal WITS plus accumulated distributions, if any, from the date of original issuance Purchase Price by Underwriters: $1,000 per Normal WITS plus accumulated distributions, if any, from the date of original issuance Underwriters’ Compensation: $25 per Normal WITS Specified Funds for Payment of Purchase Price: Immediately available funds by wire Stated Amount of Trust Common Securities: $1,000,000 Trust Agreement: Amended and Restated Trust Agreement, dated as of February 1, 2006, among Wachovia Corporation, as Depositor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, Jxxxx X. Xxxx and Txxxxx X. Xxxxx, as Administrative Trustees, and the registered holders from time to time of the WITS and the Trust Common Securities Initial Assets of the Trust:
Action by Underwriters. 12.1 All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to termination of purchase obligations, may be taken by GMP on behalf of itself and the other Underwriters and the execution of this Agreement by the other Underwriters and the Corporation shall constitute the Corporation's authority for providing notifications or requests hereunder to, accepting notifications, acknowledgements and receipts from, and for delivering the definitive documents constituting the Special Warrants to, or to the order of, GMP. GMP shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or communications to or with the Corporation.
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (i) termination of purchase obligations, (ii) waiver and extension, and (iii) indemnification, contribution and settlement, may be taken by the Lead Underwriter, on its own behalf and the other Underwriters, and the execution of this Agreement by the other Underwriters and by the Company shall constitute the Company’s authority and obligation for accepting notification of any such steps from, and for delivering the Units in certificated or electronic form to or to the order of, the Lead Underwriter. The Lead Underwriter shall fully consult with the other Underwriters with respect to all material notices, waivers, extensions or other communications to or with the Company. The rights and obligations of the Underwriters under this Agreement shall be several and neither joint nor joint and several.
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Agreement resulting from the Corporation’s acceptance of this offer, with the exception of the matters contemplated by Section 13, Section 14 and Section 15 may be taken by Eight on behalf of itself and the other Underwriter and the acceptance of this offer by the Corporation shall constitute the Corporation’s authority for accepting notification of any such steps from, and for delivering the definitive documents in respect of the Offering to, or to the order of, Eight.
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Agreement with the exception of the matters relating to termination, indemnification or waiver contemplated by this Agreement, may be taken by RBC on behalf of itself and the other Underwriters and the Corporation’s execution of this Agreement shall constitute the Corporation’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Common Shares and Warrants comprising the Units and any Additional Securities to, or to the order of, RBC. The obligations of the Underwriters shall be several and not joint and several.
Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Underwriting Agreement, with the exception of the matters contemplated by Section 14, 15, 16 and 18(2) may be taken by Wellington West on behalf of themselves and the other Underwriters, and the execution of this Underwriting Agreement by Augusta shall constitute Augusta's authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Shares to, or to the order of, Wellington West.
