Greenwich Street Sample Clauses

Greenwich Street. New York, NY 10013 J.P. Morgan Securities Inc. 277 Park Avenue New York, NY 10172 As Representatives of the several Underwriters Ladies and Gentlemen: Nucor Corporation, a Delaware corporation (the “Company”), confirms its agreement with Banc of America Securities LLC (“Banc of America”), Citigroup Global Markets Inc. (“Citi”) and J.P. Morgan Securities Inc. (“J.P. Morgan” and together with Banc of America, Citi and each of the other Underwriters named in Schedule A hereto, collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Banc of America, Citi and J.P. Morgan are acting as representatives (in such capacity, the “Representatives” or “you”) with respect to the sale by the Company and purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock, par value $0.40 per share, of the Company (the “Common Stock”) set forth opposite the name of such Underwriter on Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,750,000 additional shares of Common Stock to cover overallotments, if any. The 25,000,000 aggregate shares of Common Stock set forth on Schedule A (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 3,750,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (Registration No. 333-147657), including the related base prospectus, which registration statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement covers, among other securities, the registration of the Securities under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became e...
Greenwich Street. New York, New York 10286 August 24, 1994 Amended as of June 3, 2019 BNY Mellon Investment Adviser, Inc. 240 Greenwich Street New York, New York 10286 Ladies and Gentlemen: The above-named investment company (the "Fund") herewith confirms its agreement with you as follows: The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser. In connection with your serving as investment adviser to the Fund, it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance of this Agreement. Such person or persons may be officers or employees of both you and the Fund. The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Fund's behalf in any such respect. Subject to the supervision and approval of the Fund's Board, you will provide investment management of the Fund's portfolio in accordance with the Fund's investment objectives, policies and limitations as stated in its Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will obtain and provide investment research and will supervise the Fund's investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets. You will furnish to the Fund such statistical information, with respect to the investments which the Fund may hold or contemplate purchasing, as the Fund may reasonably request. The Fund wishes to be informed of important developments materially affecting its portfolio and shall expect you, on your own initiative, to furnish to the Fund from time to time such information as you may believe appropriate for this purpose. In addition, you will supply office facilities (which may be in your own offices), data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; prepare reports to the Fund's stockhol...
Greenwich Street. New York, New York 10013 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 As Representatives of the Underwriters Listed in Schedule I to the Underwriting Agreement referred to below Re: GATX Corporation 4.750% Senior Notes due 2022 Ladies and Gentlemen: This opinion is being furnished pursuant to Section 5(b) of the Underwriting Agreement dated as of June 5, 2012 among GATX Corporation (the “Company”) and you, as Underwriters (the “Underwriting Agreement”), pursuant to which you are on this date purchasing, as shown in the Underwriting Agreement, $250,000,000 aggregate principal amount of 4.750% Senior Notes due 2022 of the Company. You and your counsel may rely on this opinion as contemplated by the Underwriting Agreement. Except as otherwise noted herein, all capitalized terms used herein shall have the meaning set forth, or incorporated by reference, in the Underwriting Agreement.
Greenwich Street. New York, NY 10013 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 RBC Capital Markets, LLC 200 Vesey Street New York, NY 10281 As Representatives of the several Underwriters Ladies and Gentlemen: Pfizer Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 14, 2016 (the “Underwriting Agreement”), between the Company and the Representatives of the several Underwriters to issue and sell to each of the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the Applicable Time in relation to the Pricing Disclosure Package and Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the “Representatives” herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined
Greenwich Street. New York, New York 10013 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: This letter (the “Lock-Up Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Merus B.V., a limited liability company incorporated under the laws of the Netherlands (the “Company”), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering (the “Offering”) of Common Shares, nominal value €0.05 per share (the “Common Shares”), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc. (“Citigroup”) and Jefferies LLC (“Jefferies”), offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “SEC”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any Common Shares of the Company or any securities convertible into, or exercisable or exchangeable for such Common Shares, which are owned by the undersigned or may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “Locked-Up Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until 180 days after the date of the Underwriting Agreement (the “Lock-Up Period”). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Common Shares the undersigned may purchase in the Offering. Notwithstanding the foregoing, the undersigned may transfer...
Greenwich Street. New York, New York 10013 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each, as amended to date, an “Agreement” and, collectively, the “Agreements”), by and between each investment management company identified as an “Old Fund” on Exhibit A hereto (each, an “Investment Company” and, collectively, the “Investment Companies”), with respect to one or more of its series, if any, identified as an “Old Portfolio” on Exhibit A hereto (each, a “Portfolio” and, collectively, the “Portfolios”), and Citigroup Global Markets Inc. In connection with a restructuring of the complex of which the Investment Companies and Portfolios are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Exhibit A hereto (each, a “Closing Date”), many of the Investment Companies and Portfolios will be reorganized as set forth on Exhibit A hereto. Additionally, as indicated on Exhibit A hereto, several the Investment Companies and Portfolios shall cease operations following fund combinations as of the close of business on April 27, 2007 (the “Termination Date”). On each applicable Closing Date, (i) each management company identified as a “New Fund” shall become the “Investment Company” party to the applicable Agreement and shall assume all of the rights and obligations under such Agreement of the corresponding Old Fund with respect to each applicable Old Portfolio (or, if such Old Fund has no Old Portfolios, with respect to the Old Fund itself), (ii) each such New Portfolio shall be deemed a “Fund” within the meaning of the applicable Agreement and the shares for such New Portfolio shall be deemed “Shares” within the meaning of the Agreement, (iii) each Old Fund shall cease to be a party to the applicable Agreement and shall have no rights or obligations thereunder, and (iv) each corresponding Old Portfolio shall cease be deemed to be a “Fund” under the applicable Agreement and shares for such Old Portfolio shall cease to be “Shares” within the meaning of the Agreement. As of the Termination Date, (i) each Old Fund indicated on Exhibit A hereto as terminating operations, or as having all of its Old Portfolios terminating operations, shall cease to be deemed the “Investment Company” under the applicable Agreement and shall have no further rights or obligations under the Agreement by virtue of all of its Old Portfolios (or, if such Old Fund has no Old Portfolios, the Old Fund itself) having ceased operati...
Greenwich Street. New York, New York 10013 Attention: Treasurer Dear Sirs: We understand that Citigroup Global Markets Holdings Inc., a New York corporation (the “Company”), proposes to issue and sell $11,500,000 aggregate principal amount of its 8% Select EQUity Indexed NoteSSM Based Upon the Common Stock of Apple Computer, Inc. Due October 28, 2005 (the “SEQUINS”). Subject to the terms and conditions set forth herein or incorporated by reference herein, Citigroup Global Markets Inc. (the “Underwriter”) offers to purchase 1,150,000 SEQUINS in the principal amount of $10 at 97.5% of the principal amount. The Closing Date shall be October 27, 2004 at 9:00 a.m. at the offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006. The SEQUINS shall have the following terms: Title: 8% Select EQUity Indexed NoteSSM Based Upon the Common Stock of Apple Computer, Inc. Due October 28, 2005 Maturity: October 28, 2005 Maturity Payment: Holders of the SEQUINS will be entitled to receive at maturity the Maturity Payment (as defined in the Prospectus Supplement dated October 22, 2004 relating to the SEQUINS) Interest Rate: 8% per annum Interest Payment Dates: The 28th day of each January, April, July and October, or the immediately next Business Day, commencing on January 28, 2005. Regular Record Dates: The fifth Business Day preceding each interest payment date. Initial Price To Public: 100% of the principal amount thereof, plus accrued interest from October 27, 2004 to date of payment and delivery. Call Option: Beginning April 28, 2005, the Company may call the SEQUINS in whole, and not in part, for cash in an amount that, together with all other payments made on the SEQUINS from the date of issuance to and including the call date, will provide a yield to call of 15% per annum (compounded annually) Trustee: The Bank of New York
Greenwich Street. New York, New York 10013 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 As Representatives of the Several Underwriters Ladies and Gentlemen: Alabama Power Company, an Alabama corporation (the “Company”), confirms its agreement (the “Agreement”) with you and the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof) for whom you are acting as representatives (in such capacity you shall hereinafter be referred to as the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $200,000,000 aggregate principal amount of the Series FF 5.200% Senior Notes due January 15, 2016 (the “Senior Notes”) as set forth in Schedule I hereto. The Company understands that the Underwriters are making a public offering of the Senior Notes pursuant to this Agreement. The Senior Notes will be issued pursuant to an indenture, dated as of December 1, 1997, as heretofore supplemented (the “Base Indenture”), between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”), and as further supplemented by a thirty-second supplemental indenture, dated as of January 18, 2006, to the Base Indenture relating to the Senior Notes (the “Supplemental Indenture” and, together with the Base Indenture and any other amendments or supplements thereto, the “Indenture”), between the Company and the Trustee.
Greenwich Street. New York, New York 10013 HSBC Securities (USA) Inc. 452 Fifth Avenue New York, New York 10018 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As Representatives of the several Underwriters listed in Schedule 1 hereto Ladies and Gentlemen: Westpac Banking Corporation, (A.B.N. 33 007 457 141) (the “Bank”), a company incorporated in the Commonwealth of Australia (“Australia”) under the Corporations Act 2001 of Australia (the “Corporations Act”) and registered in the State of New South Wales, proposes to issue and sell, acting through its New Zealand branch, to the several Underwriters named in Schedule 1 hereto (the “Underwriters”), for whom each of you is acting as representative (the “Representatives”), US$1,250,000,000 5.000% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “Securities”). The Securities will be issued under the Indenture, dated as of September 7, 2017 (the “Base Indenture”), between the Bank and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, to be dated as of September 21, 2017, between the Bank, acting through its New Zealand branch, and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). References in this Agreement to the Bank as issuer of the Securities include, unless the context otherwise requires, the Bank acting through its New Zealand branch. The Securities are subject, upon the occurrence of a Trigger Event, to Conversion into Ordinary Shares of the Bank, or possible Write-off, subject to the terms of the Indenture.
Greenwich Street. New York, New York 10013 As Representatives of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and Brandywine Operating Partnership, L.P., a Delaware limited partnership and subsidiary of the Company (the “Operating Partnership”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 3, 2012 (the “Underwriting Agreement”), among the Company, the Operating Partnership and you for the Company to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the common shares of beneficial interests of the Company specified in Schedule I hereto (the “Designated Shares,” consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Preliminary Prospectus and the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Preliminary Prospectus and the Prospectus, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Preliminary Prospectus and the Prospectus relating to the Designated Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Designated Shares pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule I hereto. The Prospectus, relating to the Designated Shares, in the form of the draft heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein...