Additional Documents Incorporated by Reference Sample Clauses

Additional Documents Incorporated by Reference. 1. None.

Additional Documents Incorporated by Reference. The Company’s Current Report on Form 8-K filed on August 18, 2010

Additional Documents Incorporated by Reference. None. Issuer: Fifth Third Capital Trust VII (the “Trust”), a Delaware statutory trust, the sole assets of which will be the 8.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by Fifth Third Bancorp (“Fifth Third”). Guarantor: Fifth Third Offered Securities: 8.875% Trust Preferred Securities Aggregate Liquidation Amount: $350,000,000 ($350,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by Fifth Third, correspond to $350,010,000 initial principal amount of the JSNs) Liquidation Amount: $25 per trust preferred security Expected Ratings: ▇▇▇▇▇’▇ Investor Services: A1, with negative outlook Standard & Poor’s: A-, with negative outlook Fitch Ratings: A+, with negative watch DBRS: A (high), with negative trend Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Trade Date: April 29, 2008 Settlement Date: May 6, 2008 (T+5) Maturity Date: May 15, 2068 Distributions: 8.875% from and including May 6, 2008 to but excluding May 15, 2058 and at three-month LIBOR plus 5.00% thereafter, in each case, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2008. Public Offering Price: $25 per trust preferred security Proceeds, before expenses, to Fifth Third from the Offering: $339,443,337.50 after underwriting commissions Underwriting Commissions: 3.15%, except for sale to certain institutions in which case the fees will be 2% First Call Date On or after May 15, 2013 in whole or in part Make-Whole Redemption Price after the occurrence of a rating agency event 100% of the principal amount of the JSNs being redeemed or if greater, the sum of the present values of the remaining scheduled payments of principal (discounted from May 15, 2013) and interest that would have been payable to and including May 15, 2013 (discounted from their respective interest payment dates) on the JSNs to be redeemed (not including any portion of such payments of interest accrued to the redemption date) to the redemption date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis points, in each case plus accrued and unpaid interest to the redemption date Maximum Share Number for Purposes of A...

Additional Documents Incorporated by Reference. Exhibit 12 to the Company’s Current Report on Form 8-K filed with the Commission on August 15, 2012. ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Barclays Capital Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Transaction Management Re: Protective Life Corporation [$ ] principal amount, [ . %] Subordinated Debentures due August [ ], 2042 Ladies and Gentlemen: I am Executive Vice President, Secretary and General Counsel of Protective Life Corporation, a Delaware corporation (the “Company”), and as such I am delivering this opinion in connection with the several purchases today by you and the other Underwriters named in Schedule I(a) to the Purchase Agreement, dated August [ ], 2012 (the “Purchase Agreement”), between the Company and you, as representatives of the several Underwriters named therein (the “Underwriters”), of [$ ] aggregate principal amount of [ . %] Subordinated Debentures due August [ ], 2042 (the “Debentures”) issued by the Company pursuant to the Subordinated Indenture, dated as of June 1, 1994 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 10, dated as of August [ ], 2012 (“Supplemental Indenture No. 10”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-175224), as amended or supplemented, including the Incorporated Documents (as defined below) and the information deemed to be part of the registration statement pursuant to Rule 430B (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (b) the prospectus, dated June 29, 2011 (the “Base Prospectus”), (c) the preliminary prospectus supplement dated August [ ], 2012 (together with the Base Prospectus and the Incorporated Documents (as defined below), the “Preliminary Prospectus”) relating to the offering of the Debentures in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, ...

Additional Documents Incorporated by Reference. Current Report on Form 8-K dated December 6, 2005 ANNEX I WRITTEN MATERIALS PROVIDED TO PARTICIPANTS IN DIRECTED SHARE PROGRAM o Memorandum to Directors and Executive Management Board Members that are Potential Participants in the XL Capital Ltd Directed Equity Program, from Kirstin Gould regarding General Information about the Director and Ex▇▇▇▇▇▇▇ ▇▇nagement Board Member Participation in the XL Capital Ltd Equity Units and Ordinary Shares Offerings, dated December 2, 2005 o Registration Statement. o Pricing Prospectus. o Final term sheet. o Prospectus. ANNEX II-1 SIMPSON THACHER & BARTLETT LLP FORM OF OPINION ---------------------------------------------- ANNEX II-2 SIMPSON THACHER & BARTLETT LLP FORM OF NEGATIVE ASSURANCE LETTER ---------------------------------------------------------------- ANNEX III-1 CAHILL GORDON & REINDEL LLP FORM OF OPINION ------------------------------------------- ANNEX III-2 CAHILL GORDON & REINDEL LLP FORM OF NEGATIVE ASSURANCE LETTER -------------------------------------------------------------

Additional Documents Incorporated by Reference. None. Issuer Fifth Third Bancorp Expected Ratings A1 / A / A+ / AH (▇▇▇▇▇’▇ / S&P / Fitch / DBRS) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Note Type Subordinated Notes Trade Date February 26, 2008 Settlement Date (T+ 5 days) ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Date March 1, 2038 Principal Amount US$ 1,000,000,000 Price to Investors 99.748%, plus accrued interest, if any, from March 4, 2008 Underwriters’ Commission 0.80% All-in Price 98.948%, plus accrued interest, if any, from March 4, 2008 Net Proceeds US$ 989,480,000 Pricing Benchmark 5% UST due 5/2037 Benchmark Yield 4.648% Spread to Benchmark Plus 362.5 basis points Re-offer Yield 8.273% Coupon 8.25% per annum Interest Payment Dates Semi-annually on each March 1 and September 1 of each year, commencing September 1, 2008 (short first coupon) and ending on the Maturity Date Day Count Convention 30 / 360 Denominations Minimum denominations of $5,000 with increments of $1,000 thereafter Bookrunners Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated Co-Manager Fifth Third Securities, Inc. Billing and Delivery Agent ▇▇▇▇▇▇▇, Sachs & Co. Listing None CUSIP ▇▇▇▇▇▇▇▇▇ Fifth Third Bancorp has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents the issuer has filed with the SEC and incorporated by reference in such documents for more complete information about Fifth Third Bancorp and this offering. You may get these documents for free by visiting SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated will arrange to send you these documents if you call Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, ▇▇▇▇▇▇▇, Sachs & Co. toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated toll-free at ▇-▇▇▇-▇▇▇-▇▇▇▇. Pursuant to Section 6(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that: (i) They are an ...

Additional Documents Incorporated by Reference. None. Pursuant to Section 6(g) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that: (i) They are an independent registered public accounting firm with respect to the Guarantor and its subsidiaries within the meaning of the Securities Act and the applicable published rules and regulations thereunder adopted by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”); (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Guarantor for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters; (iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Guarantor for the five most recent fiscal years included in the Prospectus and/or included or incorporated by reference in Item 6 of the Guarantor’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Guarantor’s Annual Reports on Form 10-K for such fiscal years; (iv) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the d...

Additional Documents Incorporated by Reference. 1. Supplemental Financial Information dated November 7, 2006 relating to discontinued operations. From time to time Talisman Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes to enter into one or more underwriting agreements 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 underwriting agreement (such firms constituting the “Underwriters” with respect to such underwriting agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such underwriting agreement (with respect to such underwriting agreement, the “Designated Securities”). Each particular underwriting agreement shall be deemed to incorporate the provisions hereof (these “Standard Provisions”) into such underwriting agreement, and each such underwriting agreement, together with these Standard Provisions so incorporated therein, is collectively referred to as the “Underwriting Agreement”. The terms “this Agreement”, “hereof”, “herein” and similar terms mean the Underwriting Agreement including all Schedules thereto and these Standard Provisions. The terms and rights of any particular issuance of Designated Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Underwriting Agreement. Particular sales of Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Underwriting Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. Each Underwriting Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purcha...

Additional Documents Incorporated by Reference. Current Report on Form 8-K dated December 6, 2005 ANNEX I WRITTEN MATERIALS PROVIDED TO PARTICIPANTS IN DIRECTED SHARE PROGRAM --------------------------------------------------------------------