Notices to Underwriters Sample Clauses

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, VALE CAPITAL II By Name: Title: By Name: Title: VALE S.A. By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: SCHEDULE I Principal Amount Underwriter of Securities SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in the Disclosure Package] SCHEDULE III [Final Term Sheet to be inserted] Exhibit B – Form of Final Term Sheet FINAL TERM SHEET Issuer: Vale Capital II Guarantor: Vale S.A. Title of Securities: Aggregate Principal Amount: Price To Public: ___% of principal amount, plus accrued interest, if any, from Maturity: Interest Rate/Coupon: ___[%] Interest Payment Dates: and of each year, commencing on Interest Payment Record Dates: and of each year Redemption Provisions/Call Options: [Sinking Fund Provisions: ] Yield to Maturity: Benchmark: Spread to Treasury: Other Provisions: Settlement Date: Minimum Denomination: Book-Running Manager[s]: Co-Managers: Ratings: / CUSIP: ISIN: [Common Code: ] [Listing: ] The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Capital II and Vale S.A. by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this ...
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Notices to Underwriters. Lehmxx Xxxthers Inc. Three World Financial Center New York, New York 10285 Attention: World Financial Center Saloxxx Xxxxx Xxxney Inc. 388 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Legal Department
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Notices to Underwriters. The Company will notify the Underwriters promptly, and will, if requested, confirm such notification in writing, in the event of: (i) the receipt of any comments of, or requests for information from, the Commission or any of the Canadian Authorities; (ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Disclosure Package, the U.S. Prospectus, or any of the Canadian Offering Documents; (iii) the time and date when any post-effective amendment to the Registration Statement becomes effective; (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order preventing or suspending the use of any Prospectus Supplement, the Disclosure Package, the U.S. Prospectus or any Permitted Free Writing Prospectus, or the initiation or threatening of any proceeding for that purpose; (v) the issuance by any Canadian Authority or the TSX of any order preventing or suspending the use of any of the Canadian Offering Documents; and (vi) the receipt by the Company of any notification with respect to any suspension or the approval of the Shares from any securities exchange or quotation system upon which they are listed for trading or included or designated for quotation, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for any of the foregoing purposes. The Company will use its commercially reasonable best efforts to prevent the issuance or invocation of any such stop order or suspension by the Commission or by any of the Canadian Authorities and, if any such stop order or suspension is so issued or invoked, to obtain as soon as possible the withdrawal or removal thereof.
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Notices to Underwriters. Notices to the Underwriters shall be directed to: Citigroup Global Markets, Inc. 000 Xxxxxxxxx Xx., 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. Xxxxxx Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto.
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Notices to Underwriters. Lehmxx Xxxthers Inc. 3 Woxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Legal Department
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Notices to Underwriters. Communications to the Underwriters must be addressed to the Underwriters at their addresses stated in the Terms Annex.
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Notices to Underwriters. Notices to the Underwriters shall be directed:
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Notices to Underwriters. Lehmxx Xxxthers Inc. Three World Financial Center New York, New York 10285 Attention: World Financial Center Saloxxx Xxxxx Xxxney Inc. 388 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 000 13 Attention: Legal Department Very truly yours, Lehmxx Xxxthers Inc. Saloxxx Xxxxx Xxxney Inc. Chase Securities Inc. J. P. Xxxxxx Xxxurities Inc. Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated For itself, as Sole Book-Running Manager and as Representative of the several Underwriters named above By LEHMXX XXXTHERS INC. By: /s/ Perrx Xxxxxxxxxxx ----------------------- Perrx Xxxxxxxxxxx Managing Director Accepted: METRICOM, INC. By /s/ Timoxxx X. Xxxxxxxxx --------------------------- Name: Timoxxx X. Xxxxxxxxx Xxxle: President and CEO METRICOM FINANCE, INC. By /s/ Timoxxx X. Xxxxxxxxx --------------------------- Name: Timoxxx X. Xxxxxxxxx Xxxle: President and CEO
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Notices to Underwriters. Provide the Underwriters with a copy of any Termination Letters and/or any other correspondence that it sends to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same.
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Related to Notices to Underwriters

  • Relationship Among Underwriters and Selected Dealers We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

  • Delivery to the Underwriters of Prospectuses The Company has delivered or made available or will deliver or make available to each Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

  • Notice to the Underwriters The Depositor will advise the Underwriters promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective during the Prospectus Delivery Period; (ii) when any amendment or supplement to the Preliminary Prospectus or the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (v) of the occurrence of any event during the Prospectus Delivery Period as a result of which the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Preliminary Prospectus (as then amended or supplemented) or the Prospectus (as then amended or supplemented) is delivered to an investor, not misleading; and (vi) of the receipt by the Depositor of any notice with respect to any suspension of the qualification of the Offered Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Depositor will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Prospectus or suspending any such qualification of the Offered Certificates and, if issued, will obtain as soon as possible the withdrawal thereof.

  • Delivery to Underwriters of Prospectuses The Company will deliver to the Underwriters, without charge and from time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually executed consents of certified experts.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Offering Materials Furnished to Underwriters The Company has delivered to the Representatives three complete conformed copies of the Registration Statement and of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and preliminary prospectuses and the Prospectus, as amended or supplemented, in such quantities and at such places as the Representatives have reasonably requested for each of the Underwriters.

  • Representation of the Underwriters The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in connection with this financing and that the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters.

  • Notice to the Underwriter The Company will advise the Underwriter promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

  • Offering by Underwriters It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.

  • Selection of Underwriters The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

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