Offered Securities The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.
No Rated Securities Neither the Company nor its subsidiaries have any debt securities or preferred stock that are rated by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 1934 Act).
Restricted Securities The term “
Purchase Sale and Delivery of the Offered Securities Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".
Issued Securities All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:
Legended Securities Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.
Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).
Certificated Securities Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities.
Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Purchase, Sale and Delivery of Offered Securities On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Offered Securities, at a purchase price of $667.64 per Unit plus the increase in accreted value, if any, on the Notes from April 29, 1998 to the Closing Date (as hereinafter defined). The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Initial Purchaser in reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Firm Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Offered Securities sold in reliance on Regulation S (the "Regulation S Securities") shall be issued in definitive, fully registered from, in such denominations and registered in such names as the Initial Purchaser requests and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Document. Payment for the Offered Securities shall be made by the Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company at the office of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX xx 9:00 A.M., (New York time), on April 29, 1998 or at such other place or time not later than seven full business days thereafter as the Initial Purchaser and the Company determine, such time being herein referred to as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC of the Restricted Global Securities representing all the Rule 144A Securities and (ii) delivery to the Initial Purchaser of definitive fully registered certificates representing all of the Regulation S Securities. The Restricted Global Securities and the Regulation S Securities will be made available for checking at the above office of Cahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing Date.
